2009 SEMI-ANNUAL REPORT SHENZHEN CHIWAN WHARF HOLDINGS LIMITED The Semi-Annual Report is written in both English and Chinese. In case of any discrepancy between the two versions, Chinese version prevails. Important Note The Board of Directors, the Supervisory Committee as well as the directors, supervisors and senior management staff of Shenzhen Chiwan Wharf Holdings Limited (hereinafter referred to as “the Company”) hereby confirm that there exists no omission, misstatement, or misleading information in this report, and accept, individually and collectively, the responsibility for the factuality, accuracy and completeness of the contents of this report. This Semi-Annual Report has been reviewed and approved at the Fourth Session of the Sixth Board of Directors of the Company. Director Han Guimao did not attend the meeting due to business reason and appointed Director Fan Zhaoping, as his proxy to attend and speak at the meeting on his behalf. Director Han Guimao has given his consents to the full contents of this semi-annual report. Ms. Wang Fen, the Chairman of the Board, Mr. Zhang Jianguo, the Chief Financial Officer of the Company and Ms. Zhang Yuanling, the Financial Manager of the Company, hereby confirm that the financial report contained herein is true and complete. The financial report contained herein has not been audited.Table of Contents PART Ⅰ COMPANY PROFILE ..........................................................................................1 PART Ⅱ CHANGES IN SHARE CAPITAL AND SHAREHOLDERS...........................3 PART Ⅲ DIRECTORS, SUPERVISORS & SENIOR MANAGEMENT STAFF............5 PART Ⅳ REPORT OF THE BOARD OF DIRECTORS....................................................6 PART Ⅴ SIGNIFICANT EVENTS .....................................................................................10 PART Ⅵ FINANCIAL REPORT (ATTACHED BEHIND, UN-AUDITED)..................18 PART Ⅶ DOCUMENTS AVAILABLE FOR REFERENCE...........................................18Semi-Annual Report 2009-Chiwan Wharf 1 PART Ⅰ COMPANY PROFILE I. Corporate Information A. Company's Name in Chinese 深圳赤湾港航股份有限公司 Company's Name in English Shenzhen Chiwan Wharf Holdings Limited (CWH) B. Stock Exchange Shenzhen Stock Exchange Short Name of the Stock Chiwan Wharf A/Chiwan Wharf B Stock Code 000022/200022 C. Place of Registration Chiwan, Shenzhen, PRC Offices 12-13/F., Chiwan Petroleum Building, Chiwan, Shenzhen, PRC Postal Code 518067 E-mail cwh@cndi.com Website http://www.szcwh.com D. Legal Representative Ms. Wang Fen, Chairman E. Secretary to the Board Ms. Pei Jiangyuan Authorized Representative Mr. Li Ying Address 13/F., Chiwan Petroleum Building, Shenzhen, PRC Tel +86 755 26694222 Fax +86 755 26684117 E-mail cwh@cndi.com F. Newspapers for Information "Securities Times" and "Ta Kung Pao” Disclosure Website for Semi-Annual Report http://www.cninfo.com.cn Semi-Annual Report Preparation Secretariat of the Board of Directors II. Major Financial Highlights Unit: RMB As at 30 Jun. 2009 As at 31 Dec. 2008 +/- (%) Total assets 5,184,025,572 5,153,728,048 0.59% Total equity attributable to equity holders of the Company 2,633,754,921 2,755,264,347 -4.41% Share capital 644,763,730 644,763,730 0.00% Net assets per share attributable to equity holders of the Company 4.085 4.273 -4.40% Jan.-Jun. 2009 Jan.-Jun. 2008 +/- (%) Revenue 714,358,140 975,980,451 -26.81% Operating profit 320,028,779 529,567,353 -39.57% Total profit 327,514,639 528,450,776 -38.02% Net profit attributable to equity holders of the Company 200,144,439 330,964,205 -39.53% Net profit attributable to equity holders of the Company after extraordinary gains and losses 194,446,830 331,758,107 -41.39% Earnings per share-Basic 0.310 0.513 -39.57% Earnings per share -Diluted 0.310 0.513 -39.57% Return on equity 7.60% 13.39% -5.79% Net cash flows arising from operating activities 294,064,935 546,900,230 -46.23% Net cash flows per share arising from operating activities 0.456 0.848 -46.23%Semi-Annual Report 2009-Chiwan Wharf 2 ● Extraordinary gains and losses items Items Amount Net gains/(losses) on disposal of non-current assets 6,604,694 Non-operating income (expense) - net 881,166 Tax effects on extraordinary gains and losses (1,390,265) Minority interests on extraordinary gains and losses (397,986) Total 5,697,609 ● Net profit attributable to equity holders of the Company for the reporting period and total equity attributable to equity holders of the Company as at the end of reporting period in the Financial Report prepared under Chinese Accounting Standards (CAS) and International Financial Reporting Standards (IFRS) Unit: RMB CAS IFRS Net profit attributable to equity holders of the Company 200,144,439 200,144,439 Total equity attributable to equity holders of the Company 2,633,754,921 2,633,754,921 Reason for difference After performing new accounting standard for business enterprise, there existed no difference in either net profit attributable to equity holders of the Company for the reporting period or total equity attributable to equity holders of the Company as at the end of reporting period as set out in the Financial Report prepared under CAS and IFRS. III. Returns on equity and earnings per share calculated in accordance with the requirements of the Rules for the Compilation of Information Disclosure by the Companies Publicly Issuing Securities (No. 9) promulgated by CSRC Profit for the reporting period Return on equity Earnings per share Fully diluted Weighted average Basic Diluted Net profit attributable to equity holders of the Company 7.60% 7.14% 0.310 0.310 Net profit attributable to equity holders of the Company after extraordinary gains and losses 7.38% 6.94% 0.302 0.302Semi-Annual Report 2009-Chiwan Wharf 3 PART II CHANGES IN SHARE CAPITAL AND SHAREHOLDERS Ⅰ. Changes in Share Capital Unit: share Before the change Increase(+)/decrease(-) After the change Number Percentage Issue of additional shares Bonus issue Reserves to stocks Other Sub-total Number Percentage 1. Shares subject to trading moratorium a. State-owned shares b. State-owned legal person shares c. Other domestic shares Including: Shares held by domestic on-state-owned legal persons Shares held by domestic individuals d. Shares held by overseas shareholders Including: Shares held by overseas legal persons Shares held by overseas individuals e. Shares held by senior management staff 2. Shares not subject to trading moratorium a. Ordinary shares denominated in RMB b. Domestically listed foreign shares c. Overseas listed foreign shares d. Others 324,608,912 324,316,070 324,316,070 292,842 320,154,818 140,473,735 179,681,083 50.345% 50.300% 50.300% 0.045% 49.655% 21.787% 27.868% -324,316,070 -324,316,070 -324,316,070 +324,316,070 +324,316,070 -324,316,070 -324,316,070 -324,316,070 +324,316,070 +324,316,070 292,842 0 0 292,842 644,470,888 464,789,805 179,681,083 0.045% 0.000% 0.000% 0.045% 99.955% 72.087% 27.868% 3. Total shares 644,763,730 100% 644,763,730 100% Amounting to 324,316,070 China Wharf A shares held by China Nanshan Development (Group) Inc. (hereinafter referred to as “CND”), the controlling shareholder of the Company, were released of trading moratorium and listed for circulation on 19 Jun. 2009. Relevant announcement was disclosed on Securities Times and Ta Kung Pao dated 18 Jun. 2009 (Announcement serial No. 2009-015).Semi-Annual Report 2009-Chiwan Wharf 4 Ⅱ. Number of shareholders and particulars about shares held by them (as at 30 Jun. 2009) Unit: share Total number of shareholders 39,437 shareholders, among which 29,951 being shareholders of A shares and 9,486 being shareholders of B shares Shareholdings of top ten shareholders Name of shareholder (Full name) Nature of shareholder (state-owned shareholder or foreign shareholder) Percentage of shareholding (%) Total shares held (share) Shares subject to trading moratorium (share) Shares pledged or frozen (share) CHINA NANSHAN DEVELOPMENT (GROUP) INC. 57.51 370,802,900 0 0 CHINA MERCHANTS SECURITIES (HK) CO., LTD Holder of B shares 7.92 51,069,782 0 Unknown CMBLSA RE FTIF TEMPLETON ASIAN GRW FD GTI 5496 Holder of B shares 3.85 24,844,415 0 Unknown NATIONAL SOCIAL SECURITY FUND 102 PORTFOLIO 1.32 8,503,724 0 Unknown PLATINUM ASIA FUND Holder of B shares 1.10 7,111,679 0 Unknown GOVERNMENT OF SINGAPORE INV. CORP.- A/C "C" Holder of B shares 0.79 5,093,425 0 Unknown BANK OF CHINA - AIA-HUATAI SHENGSHI CHINA STOCK-TYPE OPEN-ENDED SECURITIES INVESTMENT FUND 0.73 4,723,492 0 Unknown UBS WARBURG CUSTODY PTE LTD. Holder of B shares 0.64 4,096,414 0 Unknown BANK OF NEW YORK-MATTHEWS PACIFIC TIGER FUND Holder of B shares 0.62 3,999,996 0 Unknown MIRAE ASSET ASIA PACIFIC INFRA SECTOR EQTY INVSTMT TRS 1 Holder of B shares 0.61 3,927,021 0 Unknown Shareholdings of top ten shareholders holding shares not subject to trading moratorium Name of shareholder (Full name) Number of shares not subject to trading moratorium Type of shares (A, B, H or others) CHINA NANSHAN DEVELOPMENT (GROUP) INC. 370,802,900 A shares CHINA MERCHANTS SECURITIES (HK) CO., LTD 51,069,782 B shares CMBLSA RE FTIF TEMPLETON ASIAN GRW FD GTI 5496 24,844,415 B shares NATIONAL SOCIAL SECURITY FUND 102 PORTFOLIO 8,503,724 A shares PLATINUM ASIA FUND 7,111,679 B shares GOVERNMENT OF SINGAPORE INV. CORP.- A/C "C" 5,093,425 B shares BANK OF CHINA-AIA-HUATAI SHENGSHI CHINA STOCK-TYPE OPEN-ENDED SECURITIES INVESTMENT FUND 4,723,492 A shares UBS WARBURG CUSTODY PTE LTD. 4,096,414 B shares BANK OF NEW YORK-MATTHEWS PACIFIC TIGER FUND 3,999,996 B shares MIRAE ASSET ASIA PACIFIC INFRA SECTOR EQTY INVSTMT TRS 1 3,927,021 B shares Explanation on associated relationship among the top ten shareholders: CND does not have any relations with the shareholders holding shares not subject to trading moratorium. The Company is not aware of whether there is any inter-relation among other shareholders holding shares not subject to trading moratorium. III. Within the reporting period, the controlling shareholder of the Company remained unchanged, so did the shares held by CND.Semi-Annual Report 2009-Chiwan Wharf 5 PART Ⅲ DIRECTORS, SUPERVISORS & SENIOR MANAGEMENT STAFF Ⅰ.The shareholding of the Company’s directors, supervisors and senior management staff remained unchanged, which was specified as follows: Name Title Number of shares held at year-begin (share) Number of shares increased in reporting period (share) Number of shares decreased in reporting period (share) Number of shares held at period-end (share) Reason for changes Wang Fen Chairwoman of the Board 82,632 0 0 82,632 N/A Fan Zhaoping Director 53,877 0 0 53,877 N/A Yuan Yuhui Director 14,040 0 0 14,040 N/A Han Guimao Director 13,988 0 0 13,988 N/A Zheng Shaoping Director, General Manager 90,908 0 0 90,908 N/A Zhang Ning Director, Deputy General Manager 69,175 0 0 69,175 N/A Fang Jie Supervisor 10,776 0 0 10,776 N/A Ni Keqin Supervisor 12,568 0 0 12,568 N/A Zhang Jianguo CFO 28,731 0 0 28,731 N/A Pei Jiangyuan Secretary to the Board 13,763 0 0 13,763 N/A Ⅱ. During the reporting period, the Company did not appoint or dismiss any director, supervisor and senior management staff.Semi-Annual Report 2009-Chiwan Wharf 6 PART Ⅳ REPORT OF THE BOARD OF DIRECTORS Ⅰ. Business Performance 1. Core business scope and business performance The Company is principally engaged in handling, warehousing and transportation of containers and bulk cargoes, as well as the provision of related services. In the reporting period, the import and export of China was encountered a sharp decline, which in turn led to decreased handling volume of containers in the coastal ports in the country. Throughput of containers in Shenzhen Port which centered on foreign trade even registered a year-on-year decrease by 20.6%. Due to some factors concerning the wharf resources, structure of lines calling, etc., the company’s handling volume of containers showed a greater decrease of 29.3% than the average decrease rate of Shenzhen Port. The Company maintained general stability in its bulk cargo business, with the relevant handling volume almost equal to the previous year. Supporting services such as tow truck and tugboat services in the port area also suffered various degrees of decline. Specific business indexes were as follows: Business Data Jan.-Jun. 2009 Jan.-Jun. 2008 +/- YoY Total throughput of cargo (’000 tons) 23,833.4 31,850.0 -25.2% Including: container (’000 TEU) 2,152.4 3,044.7 -29.3% Chiwan Port 1,531.1 2165.2 -29.3% Mawan Port 621.3 879.6 -29.4% Bulk cargoes (’000 tons) 3,886.3. 3,874.2 0.3% Hours charged for tow truck service (’000 hours) 569.1 832.7 -31.7% Hours charged for tugboat service (hour) 14,516 16,773 -13.5% 2. Year-on-year changes in revenue, operating profit and net profit attributable to equity holders of the Company Unit: RMB Item Jan.-Jun. 2009 Jan.-Jun. 2008 +/- YoY Revenue 714,358,140 975,980,451 -26.81% Operating profit 320,028,779 529,567,353 -39.57% Net profit attributable to equity holders of the Company 200,144,439 330,964,205 -39.53% Reason for changes: due to the 29.3% decrease of the Company’s business volume year-on-year, the revenue, operating profit and net profit attributable to equity holders of the Company decreased accordingly compared to the same period of last year.Semi-Annual Report 2009-Chiwan Wharf 7 3. Core business accounting for 10% or above of the revenue, for the reporting period: Unit: RMB Business Revenue Operating cost Operating profit margin (%) +/- of revenue YoY (%) +/- of operating cost YoY (%) +/- of operating profit margin YoY (%) Cargo handling 635,163,208 292,626,524 53.93% -29.08% -14.66% -7.78% 4. Profit breakdown, core business structure and profitability of the Company did not have significant changes during the reporting period. 5. The Company conducted no other business, which exerted significant influence on the Company’s profit during the reporting period. 6. Media Port Investments Limited (hereinafter referred to as “MPIL”) is jointly incorporated at the British Virgin Islands by Chiwan Wharf Holdings (HK) Ltd. (hereinafter referred to as “CWHK”), a wholly-owned subsidiary company of the Company, and China Merchants Holdings (International) Company Limited as an investment controlling company. The said two companies hold its 50% equity separately. MPIL holds 60% equity of Shenzhen Mawan Wharf Co., Ltd., Shenzhen Mawan Port Service Co., Ltd. and Shenzhen Mawan Terminals Co., Ltd. in total. During the reporting period, MPIL gained net profit of RMB57,652,544 through the above-mentioned three companies. For the reporting period, the Company earned investment income amounting to RMB28,826,272 from MPIL, accounting for 14.40% of net profit attributable to equity holders of the Company for the reporting period. Ⅱ. Financial Status 1. Composition of assets and reasons for significant changes year-on-year: Unit: RMB Item As at 30 Jun. 2009 As at 31 Dec.2008 +/- (%) Dividend payable 578,933,294 271,365,815 113.34% Reasons for significant changes: The dividend payable increased mainly because it was declared at the Shareholders’ General Meeting in May that a cash dividend was to be distributed for ordinary shares in this July. 2. Composition of profits and reasons for significant changes year-on-year Unit: RMB Item Jan.-Jun. 2009 Jan.-Jun. 2008 +/- (%) Investment income 31,207,492 51,566,710 -39.48% Minority interest income 91,126,507 152,583,405 -40.28%Semi-Annual Report 2009-Chiwan Wharf 8 Reasons for significant changes: Decreases of investment income are due to drop of net profit of associate companies resulted from decreasing container throughput; The minority interest income decreased mainly because the profit of the holding subsidiaries decreased. 3. Composition of cash flows Unit: RMB Item Jan.-Jun. 2009 Jan.-Jun. 2008 +/- (%) Net cash flows from operating activities 294,064,935 546,900,230 -46.23% Net cash flows from investing activities (120,923,392) (51,859,564) 133.17% Net cash flows from financing activities (220,411,998) (480,271,952) -54.11% Net (decrease)/increase in cash and cash equivalents (47,270,455) 14,768,714 -420.07% Reasons for significant changes: Net cash inflows from operating activities decreased mainly due to the reduced operating profit in the reporting period; Net cash outflows from investing activities increased mainly because the Company received dividends from MPIL and added capital contribution to China Merchants Maritime Logistics (Shenzhen) Co., Ltd in 2008; Net cash outflows from financing activities decreased mainly because the Company refunded the loans for proposed projects in January 2008. Ⅲ. Investments in reporting period 1. The Company did not raise any funds in the reporting period, and the latest funds raised by the Company had been used up by the end of 1996. 2. Significant investment projects with non-raised funds In the reporting period, the Company made a total investment of RMB134.7 million of which RMB52.37 million was invested in fixed assets at Chiwan Port, mainly referring to the project of “converting diesel-powered RTG engines into electric ones”; and RMB82.33 million was invested in the Machong Project in Dongguan. Ⅳ. Outlook for future development of the Company 1. Development trend of the industry in which the Company is engaged Import and export of China has been declining consecutively for 8 months. Despite the fact that the declining trend has slowed down, the negative growth of China’s import and export as well as of the relevant container throughput will continue due to a deep recession of the developedSemi-Annual Report 2009-Chiwan Wharf 9 economies, the slow economic recovery and the sluggish import trade. However, the second half of this year may witness an increase in container throughput over that of the first half due to the fact that the second half is usually considered as the shipping peak. The bulk cargo business in the three ports of West Shenzhen is going well in general, and it is thus expected that the second half is likely to see no massive changes in the business. 2. Main problems and risks encountered by the Company The Company still faces risks of reducing shipping lines and losing clients, considering the shrinking container throughput due to the sluggish import and export trade. 3. Business plan for the second half, as well as countermeasures against risks The Company will continue to carry out its annual business plan, strengthen its internal management and cost control, and optimize the resource allocation and business structure. Meanwhile, it will also timely adjust its business strategies according to the market changes, actively deal with possible crises and seize opportunities for a better business performance.Semi-Annual Report 2009-Chiwan Wharf 10 PART Ⅴ SIGNIFICANT EVENTS Ⅰ. Corporate governance Ever since its establishment, the Company have been operating in strict compliance with the Company Law, Securities Law and relevant laws and regulations issued by CSRC. And it has timely formulated and amended its relevant management rules according to the Code of Corporate Governance for Listed Companies, which are conscientiously and carefully executed. An effective system of internal control has thus taken shape in the Company. Along with the development of the Company, it will, as always, keep perfecting its corporate governance and protecting the interests of all shareholders and stakeholders. Non-compliance of corporate governance standards by the Company during the reporting period: according to the Accounting Standards for Business Enterprises No.33—Consolidated Financial Statements, the Financial Department of the Company should submit the Company’s monthly financial statements around the 10th day of each month to CND, the main shareholder holding 57.51% of the Company’s shares, for the need of the latter’s preparing its consolidated statements. At the Fifth Session of the Fifth Board of Directors of the Company held on 17 April 2007, the Report Concerning the Submission of Monthly Financial Statements to the Substantial Shareholder was reviewed and approved, and it was agreed that Financial Department shall provide the company’s monthly financial statements to CND. On 25 August 2007, the Company disclosed the details of submitting the financial statements to substantial shareholders in the Self-inspection Report and Rectification Plan for Corporate Governance in 2007 of Shenzhen Chiwan Wharf Holding Co., Ltd. In compliance with the requirements of the Shenzhen Securities Regulatory Bureau, the Company delivered “Undisclosed Information Provided by the Company to its Substantial Shareholders and Actual Controllers” to the Shenzhen Securities Regulatory Bureau before the tenth day every month since September 2007, including the name list of relevant parties and relevant information. The above-mentioned matters did not affect the Company’s independence. In the future, the Company will disclose the relevant information in due course at the request of the regulatory authorities. Ⅱ. Profit and dividend distribution plan for 2008 and its implementation As audited by PricewaterhouseCoopers Zhongtian Certified Public Accountants Co., Ltd., the net profit of the Company for 2008 was RMB449, 036,125, and the accumulative attributable profit was RMB514, 467,212. 1. In accordance with the Company Law and the Articles of Association of the Company, RMB44,903,613, i.e. 10% of the Company’s net profit as audited for the year 2008 was to be withdrawn as statutory surplus reserve; 2. It was planned that a cash dividend of RMB5.00 per ten shares (tax included) totaling RMB322,381,865 would be paid based on the total share capital of 644,763,730 shares as at the end of 2008. After the aforesaid distribution, the retained profit of the Company was RMB147,181,734. The said profit distribution plan was completed on 21 Jul. 2009, with the day of record for A shares and the last trading day for B shares being 16 Jul. 2009, and the ex-dividend day being 17 Jul. 2009.Semi-Annual Report 2009-Chiwan Wharf 11 Ⅲ. For the middle of the year 2009, no interim profit distribution will be conducted and no reserves will be transferred into shares. Ⅳ. During the reporting period, the Company was not involved in any significant lawsuits and arbitrations. Ⅴ. During the reporting period, the Company did not conduct any significant asset acquisition, sale or reorganization. Ⅵ. In the reporting period, no shareholders holding over 30% shares of the Company put forward and implemented plans of increasing the shares held by them. Ⅶ. In the reporting period, there existed no new securities investments. The Company did not acquire equity of financial enterprises such as commercial banks, securities companies, insurance companies, trust companies and futures companies, or equity of the companies to be listed. Set out below was the equity of other listed company held by the Company, which was acquired by the Company in the previous periods and carried down to the current period. Unit: RMB Stock code Short name of the stock Initial investment amount Shareholding percentage in the listed company Book value at period-end Gains/ (losses) in reporting period Changes in owners’ equity during reporting period 600377 JiangSu Expressway 1,120,000 0.02% 6,350,000 - 728,000 400032 Shenzhen Petrochemical Industry (Group) Co., Ltd. 3,500,000 0.26% 382,200 - - 400009 Guangdong Guang Jian Group Limited Company 27,500 0.02% 17,000 - - Total 4,647,500 - 6,749,200 - 728,000 Ⅷ. Special explanation and independent opinion by independent directors In accordance with the Circular on Relevant Issues Concerning Regulating Capital Flows between Listed Companies and Related Parties and Provision of External Guaranty By Listed Companies (ZJF [2003] No.56) and the Circular on Regulating Provision of Guarantees for Outside Parties by Listed Companies (ZJF (2005) No.120) (hereinafter referred to as “the Circulars”), as well as the Circular on 2009 Semi-Annual Reports of Listed Companies, Mr. Li Wuzhou, Mr. Hao Zhujiang and Mr. Zhang Jianjun, all independent directors of the Company, have carefully and responsibly examined the Company’s provision of guarantees for other parties and the capital occupation by its controlling shareholder and other related parties, with a sense of responsibility to the Company, all its shareholders and investors and the principle of seeking truth from facts. Upon the examination, they made the relevant explanation as follows: 1. As at 30 Jun. 2009, the balance of guarantee provided to outside parties by the Company was zero.Semi-Annual Report 2009-Chiwan Wharf 12 2. As at 30 Jun. 2009, the accumulative guarantee amount provided by the Company for its wholly-owned and holding subsidiaries reached RMB241,120,000, taking up 9.15% of the Company’s net assets as at 30 Jun. 2009, among which RMB38,720,000 was provided for a bank loan for the Company’s holding subsidiary Chiwan Container Terminal Co., Ltd., and RMB202,400,000 for the Company’s wholly-owned subsidiary Chiwan Wharf (Hong Kong) Ltd. The aforesaid guarantees were in line of relevant laws and regulations concerning the provision of guarantees for other parties by listed companies. And they were approved by the Company’s Board of Directors according to relevant procedures and disclosed as obliged. 3. The Company strictly abided by the requirements of the Circulars. No funds occupation by its controlling shareholder had been found by 30 Jun. 2009, nor that incurred in the previous periods and carried down till 30 Jun. 2009. The funds flows between the Company and its related parties in the reporting period were considered normal operational funds flows. To sum up, the independent directors were of the opinion that the Company effectively controlled its financial risks in the reporting period, without doing any harm to the interests of investors. Ⅸ. Significant related transactions 1. Related transactions arising from routine operation (1) Payment of Land use fees Jan.-Jun. 2009 Jan.-Jun. 2008 CND RMB22,930,453 RMB18,384,284 Due to the need of routine operation, the Harbor Division of the Company and Chiwan Container Terminal Co., Ltd. (CCT), in which the Company held a total of 55% equity directly and indirectly, rented lands from CND for bulk cargo and container stacking. Recognized as frequent transactions of the Company, the said transactions occurred in the previous years and will continue to occur in the future. Almost as same as the land rents in the western Shenzhen ports in 2009, the transaction price was a fair market price decided through negotiation between transaction parties at RMB3.5—12.5/ sq.m.. According to the contract signed, the rent was paid by month and a penalty would be charged at a ratio of 0.5% of the monthly rental fee for each day overdue. In the report period, the aforesaid rents accounted for 63.63% of the Company’s total rental expenses for stacking yards and offices, which caused a cost and expense of RMB22.93 million. (2) Income from road transportation business Jan.-Jun. 2009 Jan.-Jun. 2008 Mawan Companies RMB6,530,811 RMB8,877,003 Shenzhen Mawan Port Service Co., Ltd. and Shenzhen Magang Cangma Co., Ltd. (hereinafter jointly referred to as “Mawan Companies”) were both clients of the Company in the business of labor service contracting. The Company provided container horizontal transportation service and other relevant services for Mawan Companies, which was considered a normal business of the Company. Such business occurred in the previous years and will continue to occur in the future.Semi-Annual Report 2009-Chiwan Wharf 13 The prices of the aforesaid transactions were fair market prices decided through negotiation between the parties involved, which were roughly the same as the labor service contracting fees in the ports in West Shenzhen for the year 2009. And the charges of the labor service were paid on a monthly basis. In the report period, the income generated from the aforesaid transactions accounted for 14.65% of income from the Company’s road transportation business, which brought the Company an operating income reaching RMB6.53 million. 2. Related transactions concerning asset acquisition and sale Transaction party Assets sold or disposed Date of sale Transaction price Net profit contributed by the sold asset from year-begin to period-end Gains/(losses) from the asset sale Pricing principle Whether or not the ownership of the asset involved has been fully transferred Whether or not the creditor’s right and liabilities involved have been fully transferred Relationship between transaction party and the Company CND 100% equity of Shenzhen Chiwan Oriental Logistics Co., Ltd. 5 Jun. 2009 RMB 4,917,694 RMB (481,955) RMB (1,741,108) Based on the evaluated value of the net assets of Shenzhen Chiwan Oriental Logistics Co., Ltd. at 31 March 2009. Yes Yes The Company’s controlling shareholder 3. Creditor’s rights and liabilities with related parties Accounts receivable As at 30 Jun. 2009 RMB As at 31 Dec. 2008 RMB Shenzhen Nantian Oil Mills Co., Ltd. 1,989,290 972,527 Mawan Companies 944,021 1,046,835 Shenzhen Southseas Grains Industries Limited 1,138,810 1,141,401 Total 4,072,121 3,160,763 The accounts receivable as set out in the table above were resulted from the operational contacts of the Company’s providing road transportation service and terminal handling service for its related parties mentioned above.As at 30 Jun. 2009, the accounts receivable from related parties took up 2.03% of the Company’s total accounts receivable (2.17% in the year of 2008). Long-term receivables As at 30 Jun. 2009 RMB As at 31 Dec. 2008 RMB Media Port Investments Ltd. 184,039,141 184,039,141 The long-term receivable as set out in the table above was resulted from the interest-free shareholder’s contribution to an associated company of the Company within the total investment amount prescribed in the relevant joint venture agreement. As at 30 Jun. 2009, the long-termSemi-Annual Report 2009-Chiwan Wharf 14 receivables from related parties accounted for 100% of the Company’s total long-term receivables (also 100% in the year of 2008). Accounts payable As at 30 Jun. 2009 RMB As at 31 Dec. 2008 RMB Shenzhen Haiqin Engineering Supervision Co., Ltd. 228,407 986,807 CND 4,431,038 4,466,812 Shenzhen Nantian Oil Mills Co., Ltd. 604,639 - Total 5,264,084 5,453,619 The accounts payable as set out in the table above were resulted from the debts caused by the Company’s renting lands and receiving engineering construction and supervision services from its related parties mentioned above. As at 30 Jun. 2009, the accounts payable to related parties amounted to 10.43% of the Company’s total accounts payable (9.32% in the year of 2008). Other payables As at 30 Jun. 2009 RMB As at 31 Dec. 2008 RMB CND 351 7,215 Mawan Companies (a) 622,441 1,690,316 Total 622,792 1,697,531 As at 30 Jun. 2009, other payables to related parties took up 0.57% of the Company’s total other payables (1.62% in the year 2008). (a) The Company and Mawan Companies cooperated in conducting business activities with external parties. And they shared the common expenses thus incurred according to the numbers of berths each had. Concerning the mutually entrusted collection and disbursement of relevant fees incurred in the course of settlement, the Company confirmed the accounts payable to Mawan Companies after checking the relevant accounts with customers. Ⅹ. Significant contracts 1. In the reporting period, the Company did not hold in trust, contract or lease any significant assets of other companies, or vice versa. 2. In the reporting period, the Company did not provide any guarantee for external parties. By the end of the reporting period, the Company had only provided bank loan guarantees for its holding subsidiary Chiwan Container Terminal Co., Ltd. and its wholly-owned subsidiary Chiwan Wharf (Hong Kong) Ltd., which were detailed as follows:Semi-Annual Report 2009-Chiwan Wharf 15 Guarantee Amount of guarantee (HKD’000) Term of guarantee Subsisting guarantee liability or not Type of guarantee Procedures for guarantee Chiwan Container Terminal Co., Ltd. 44,000 2008.7.31-2010.7.25 Yes Guarantee with joint liability Reviewed and approved at the First Special Session of the Sixth Board of Directors for 2008 Chiwan Wharf (Hong Kong) Ltd. 230,000 2008.12.5-2010.12.2 Yes Guarantee with joint liability Reviewed and approved at the Fifth Special Session of the Sixth Board of Directors for 2008 By the end of the report period, the Company had provided guarantees for external parties totaling RMB241.12 million, accounting for 9.15% of the Company’s net assets. 3. During the reporting period, the Company did not entrust others to manage its cash assets. Ⅺ. Special commitments made by shareholders holding non-circulating share in share reform process and the execution Name of shareholder Special commitment Execution of commitment Commitment on dividend policy: CND commits to keep stable dividend policy as in the past, promises to put forward dividend distribution proposal at Annual General Meeting for 2006 and 2007, and the dividend payout ratio shall not be less than 50% of the distributable profits achieved in respective year, and promises to vote for it at Annual General Meeting. Executed. The actual dividend payout ratios for 2006 and 2007 were 60% and 50.02% of the distributable profits achieved in the respective year. Commitment on increase of its share equity at the Company: To avoid the unreasonable fluctuation of stock price of the Company and boost investors confidence in the Company, and at the same time to enhance its position as controlling shareholder, CND will, within 2 months after the share reform proposal be approved at the Relevant Shareholders’ Meeting of A Share Market, buy from stock market 9,406,540 shares (say 10% of all tradable A shares not subject to trading moratorium of 94,065,400 after the execution of the share reform proposal) when the price is not higher than RMB13.00. Within 6 months after share equity increase plan is executed, CND will not sell any shares thus bought according to the said plan, otherwise the income from the sale of shares will be possessed by all shareholders. Executed. CND did not buy the said shares of the Company in the commitment period due to that the price of the Company’s A shares was never below RMB13.00 per share in the relevant period. China Nanshan Development (Group) Incorporation Motivation scheme: In order to enhance shareholders’ confidence and boost initiatives of management team and core staff of the Company, CND will, after the share reform proposal is executed, choose to entrust the Board of Directors of the Company through annual general meeting to formulate and carry out motivation scheme Executed. CND submitted in Mar. 2009 the proposal concerning the Report on Formulating and Carrying out Equity Incentive Mechanism of CWH to CWH’sSemi-Annual Report 2009-Chiwan Wharf 16 according to relevant laws and regulations, thus integrate the interests of management team with the whole shareholders of the Company. 2008 Annual Shareholders’ General Meeting, and voted for the proposal at the meeting held on 22 May 2009. The said Report was reviewed and approved at the meeting, and the Board of Directors of CWH was authorized to, in a proper time, work out and implement the equity incentive mechanism according to relevant laws and regulations. Letter of Guarantee: CND commits that it will obtain, before the registration date for the Relevant Shareholders’ Meeting of A Share Market, the letter of guarantee from certain monetary institution recognized by Shenzhen Stock Exchange, consenting to provide complete guarantee to CND for the required amount of money when put options granted to shareholders of tradable shares be executed. Executed. Keep the Company as a listed one: CND commits that the Company is undertaking Share Reform with a view to address the problem of balancing the interests among shareholders of circulating and non-circulating shares, but not to quit from the stock market. CND promises to implement actions to keep the Company as a listed one within the period stipulated by relevant laws, rules and regulations, and to disclose information in time, if the shareholding structure does not conform to the requirements for a listed company recognized by Shenzhen Stock Exchange due to the execution of put option. Executed. Ⅻ. Researches, interviews and visits received in the reporting period In the reporting period, the Company received 23 visits and many phone calls from the investors in a warmly and patient manner. The Company introduced to those investors particulars about the Company and the development of its businesses, including the Company’s business performance, investments, financial position and other matters concerned by the investors. All the information disclosed was in line with relevant regulations of the Company Law, Securities Law and Administrative Rules for Relationship with Investors. No significant undisclosed information was leaked to certain parties. And the said visits were detailed in the table below: Type Means Time Location Investor Topics discussed and information provided UBS Conference Conference Jan,2009 ShangHai Clients of UBS launched by securities firms CLSA Conference June,2009 HongKong Clients of CLSA Basic status of the operations and investments ofSemi-Annual Report 2009-Chiwan Wharf 17 UBS Conference June,2009 Beijing Clients of UBS Jan,2009 China Merchants Securities、Penghua fund management、SYWG BNP Parisbas asset management、 Hua an fund management Feb,2009 SYWG research、Everbright Pramerica Fund Management、Blue Bridge China、Harvest Fund Management、Everbright Securities.、Bank of Communications Schroders、GF Securities、Orient Securities Company Limited、ChangJiang Securities、 New China Asset Management、CITIC-prudential Fund Management 、New Century Fund Management、 YinHua Fund Management、HuaTai Securities、Morgan Stanley、Alliance Bernstein Investment、Merrill Lynch (Asia Pacific)、Ping An securities 、Galaxy asset Management、ICBC Credit Suisse Asset Management、 Guotai Asset Management Apr,2009 CLSA limited、Templeton Asset Management、SYWG research May,2009 JPMorgan、TPG-AXON Capital、UOB KAY HIAN (Hong Kong)、Deutsche Bank AG、Mirae Asset Global Investments(Hong Kong)、BEA Union Investment Management、CITIC Securities International Investment Management(HK)、China International Capital Corporation、Harvest Fund Management、 CEPHEI Investments、Value Partners、Neuberger Investment Management Asia、Gold Sachs (China) investor reception One-on-one meeting June,2009 Conference room of the Company Kylin Management、Matthews International Capital Management、Greenwoods Asset Management、Asian Century Quest Capital,、UBS Securities、China Southern Fund Management、Fortune SGAM Fund Management、Fullgoal Fund Management、Polaris International Securities Investment Trust、GUOTAI JUNAN Securities、Aerospace Science & Technology Finance the Company and the financial position of the Company Information provided: Brief introductions of the Company ⅩⅢ. Other significant events Event Date of disclosure Public Notice No. Newspaper for disclosure and page number Website for disclosure Shares totaling 324,316,070 subject to trading moratorium held by CND, the controlling shareholder of the Company, were listed for trading on 19 Jun. 2009. 18 Jun. 2009 2009-015 Securities Times A8; Ta Kung Pao B9 http://www.cninfo. com.cnSemi-Annual Report 2009-Chiwan Wharf 18 PART Ⅵ FINANCIAL REPORT (ATTACHED BEHIND, UN-AUDITED) PART Ⅶ DOCUMENTS AVAILABLE FOR REFERENCE 1. Full-text of the Company’s 2009 Semi-Annual Report carrying the signature of Chairman of the Board; 2. 2009 Semi-Annual Financial Report carrying the signatures of the Company’s Legal Representative, Chief Financial Officer and Financial Manager; 3. Original copies of all documents and public notices thereof disclosed in the reporting period on Securities Times and Ta Kung Pao; and 4. Other relevant materials. For and on behalf of the Board Wang Fen Chairman Shenzhen Chiwan Wharf Holdings Limited Dated 29th August, 2009SHENZHEN CHIWAN WHARF HOLDINGS LIMITED FINANCIAL STATEMENTS AND REPORT FOR THE SIX MONTHS ENDED 30 JUNE 2009 [English Translation for Reference Only. Should there be any inconsistency between the Chinese and English versions, the Chinese version shall prevail.]SHENZHEN CHIWAN WHARF HOLDINGS LIMITED FINANCIAL STATEMENTS AND REPORT FOR THE SIX MONTHS ENDED 30 JUNE 2009 [English translation for reference only] Contents Page Consolidated and the company’s balance sheets 1 - 2 Consolidated and the company’s income statements 3 Consolidated and the company’s cash flow statements 4 Consolidated statement of changes in owners’ equity 5 The company’s statement of changes in owners’ equity 6 Notes to financial statements 7 - 74- 1 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED CONSOLIDATED AND COMPANY BALANCE SHEETS AS AT 30 JUNE 2009 (All amounts in RMB Yuan unless otherwise stated) [English translation for reference only] ASSETS Note(s) 30 June 2009 The Group 31 December 2008 The Group 30 June 2009 The Company 31 December 2008 The Company Current assets Cash at bank and on hand 8(1) 594,205,455 641,475,910 411,258,714 298,644,660 Notes receivable 8(2) - 7,846,264 - 7,846,264 Dividends receivable - - 313,303,127 404,741,735 Accounts receivable 8(3),13(1) 200,894,232 145,675,880 15,028,435 11,338,751 Advances to suppliers 8(4) 13,287,117 10,336,323 466,605 111,253 Interest receivable 342,000 454,878 5,280,795 5,277,795 Other receivables 8(3),13(1) 13,112,498 10,180,699 141,122,755 132,957,981 Inventories 8(5) 27,555,246 27,808,298 1,168,006 837,989 Total current assets 849,396,548 843,778,252 887,628,437 861,756,428 Non-current assets Available-for-sale financial assets 8(6) 6,350,000 5,440,000 6,350,000 5,440,000 Long-term receivables 8(7),9(4),9(6) 184,039,141 184,039,141 164,228,079 164,228,079 Long-term equity investments 8(8),13(2) 304,772,133 282,844,083 842,005,954 853,904,176 Investment properties 8(9) 28,605,179 29,048,953 20,535,112 20,860,490 Fixed assets 8(10) 2,185,387,609 2,261,881,360 177,272,077 184,480,910 Construction in progress 8(11) 366,200,182 301,348,064 - 168,540 Disposal of fixed assets 676,658 - 436,593 - Intangible assets 8(12) 1,090,421,348 1,075,111,068 72,233,687 73,752,628 Goodwill 8(13) 10,858,898 10,858,898 - - Long-term prepaid expenses 8(14) 68,746,920 67,625,291 5,682,883 5,818,207 Long-term prepayment 8(15) 58,772,833 58,772,833 - - Deferred tax assets 8(27) 29,798,123 32,980,105 10,938,001 12,635,845 Total non-current assets 4,334,629,024 4,309,949,796 1,299,682,386 1,321,288,875 TOTAL ASSETS 5,184,025,572 5,153,728,048 2,187,310,823 2,183,045,303- 2 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED CONSOLIDATED AND COMPANY BALANCE SHEETS (CONTINUED) AS AT 30 JUNE 2009 (All amounts in RMB Yuan unless otherwise stated) [English translation for reference only] LIABILITIES AND OWNERS’ EQUITY Note(s) 30 June 2009 The Group 31 December 2008 The Group 30 June 2009 The Company 31 December 2008 The Company Current liabilities Short-term borrowings 8(17) 627,440,000 829,840,000 143,440,000 178,640,000 Notes payable 8(18) 2,610,870 8,681,000 - - Accounts payable 8(19) 50,488,727 58,507,695 10,378,553 13,231,145 Advances from customers 8(20) 3,468,493 650,306 1,619,478 16,388 Employee benefits payable 8(21) 23,743,850 39,286,759 18,189,142 21,825,885 Dividends payable 8(22) 578,933,294 271,365,815 322,381,865 - Taxes payable 8(23) 17,069,286 27,885,431 (5,485,408) 1,448,453 Interests payable - 4,864,951 22,275 2,909,946 Other payables 8(24) 109,721,831 104,635,820 269,733,320 209,280,593 Deferred revenue 8(25) 4,951,750 4,951,750 - - Total current liabilities 1,418,428,101 1,350,669,527 760,279,225 427,352,410 Non-current liabilities Long-term borrowings 8(26) 404,800,000 404,800,000 132,000,000 132,000,000 Deferred revenue 8(25) 67,261,269 69,737,144 - - Deferred tax liabilities 8(27) 1,046,000 864,000 1,046,000 864,000 Total non-current liabilities 473,107,269 475,401,144 133,046,000 132,864,000 Total liabilities 1,891,535,370 1,826,070,671 893,325,225 560,216,410 Owners' equity Paid-in capital 8(28) 644,763,730 644,763,730 644,763,730 644,763,730 Capital surplus 8(29) 144,898,555 144,170,555 154,094,828 153,366,828 Surplus reserve 8(30) 355,134,736 355,134,736 355,134,736 355,134,736 Undistributed profits 8(31) 1,502,307,791 1,624,545,217 139,992,304 469,563,599 Foreign exchange translation differences (13,349,891) (13,349,891) - - Total equity attributable to equity holders of the Company 2,633,754,921 2,755,264,347 1,293,985,598 1,622,828,893 Minority interests 8(32) 658,735,281 572,393,030 - - Total owners' equity 3,292,490,202 3,327,657,377 1,293,985,598 1,622,828,893 TOTAL LIABILITIES AND OWNERS’ EQUITY 5,184,025,572 5,153,728,048 2,187,310,823 2,183,045,303 The accompanying notes form an integral part of these financial statements.- 3 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED CONSOLIDATED AND COMPANY INCOME STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB Yuan unless otherwise stated) [English translation for reference only] The accompanying notes form an integral part of these financial statements. Items Note(s) Jan.-Jun. 2009 The Group Jan.-Jun. 2008 The Group Jan.-Jun. 2009 The Company Jan.-Jun.2008 The Company Revenue 8(33),13(3) 714,358,140 975,980,451 59,398,927 104,002,444 Less: Cost 8(33),13(3) (341,704,183) (383,929,848) (59,758,174) (68,629,370) Tax and levies on operations 8(34) (24,866,617) (33,725,006) (2,146,458) (3,441,734) General and administrative expenses (49,078,801) (65,259,506) (17,337,513) (24,917,705) Finance income/(expenses) - net 8(35) (10,538,788) (15,065,448) (1,522,266) (7,374,075) Asset impairment losses 8(36) 651,536 - 651,536 - Add: Investment income 8(37),13(4) 31,207,492 51,566,710 9,526,319 32,702,196 Including: share of results of associates 8(37) 25,678,050 51,566,710 (3,148,222) (3,584,026) Operating profit 320,028,779 529,567,353 (11,187,629) 32,341,756 Add: Non-operating income 8(38) 7,836,283 493,918 59,841 15,776 Less: Non-operating expenses 8(38) (350,423) (1,610,495) (237,621) (659,462) Including: Loss on disposals of non-current assets (97,859) (758,148) (29,907) (425,122) Total profit 327,514,639 528,450,776 (11,365,409) 31,698,070 Less: Income tax (expenses)/ income 8(39) (36,243,693) (44,903,166) 4,175,979 (791,835) Net profit 291,270,946 483,547,610 (7,189,430) 30,906,235 Attributable to equity holders of the Company 200,144,439 330,964,205 Minority interest 91,126,507 152,583,405 Earnings per share (attributable to equity holders of the Company) Basic earnings per share 8(40) 0.310 0.513 Diluted earnings per share 8(40) 0.310 0.513 Comprehensive income 8(41) 728,000 (10,439,108) 728,000 (3,681,800) Total comprehensive income 291,998,946 473,108,502 (6,461,430) 27,224,435 Attributable to equity holders of the Company 200,872,439 323,565,886 Minority interest 91,126,507 149,542,616- 4 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED CONSOLIDATED AND COMPANY CASH FLOW STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB Yuan unless otherwise stated) [English translation for reference only] Items Note(s) Jan.-Jun. 2009 The Group Jan.-Jun. 2008 The Group Jan.-Jun. 2009 The Company Jan.-Jun.2008 The Company 1. Cash flows from operating activities Cash received from rendering of services 658,345,387 932,385,962 59,405,302 76,774,836 Refund of taxes and levies 71,864 - - - Cash received relating to other operating activities 17,788,634 31,124,514 126,523,165 234,507,200 Sub-total of cash inflows 676,205,885 963,510,476 185,928,467 311,282,036 Cash paid for goods and services (178,223,532) (211,971,354) (45,220,194) (44,346,712) Cash paid to and on behalf of employees (91,411,953) (114,897,044) (22,994,571) (30,607,351) Payments of taxes and levies (92,549,662) (76,429,461) (4,791,565) (3,205,389) Cash paid relating to other operating activities (19,955,803) (13,312,387) (270,444) (790,516) Sub-total of cash outflows (382,140,950) (416,610,246) (73,276,774) (78,949,968) Net cash flows from operating activities 8(42) 294,064,935 546,900,230 112,651,693 232,332,068 2. Cash flows from investing activities Cash received from disposals of investments - - 70,408,776 38,000,000 Cash received from returns on investments 11,020,550 142,068,566 65,156,097 54,597,101 Net cash received from disposals of fixed assets and intangible assets 792,685 2,734,690 61,350 530,000 Net cash received from disposal of subsidiary or other operating business units 1,961,995 - 2,458,847 - Sub-total of cash inflows 13,775,230 144,803,256 138,085,070 93,127,101 Cash paid to purchase fixed assets,intangible assets and other long-term assets (134,698,622) (156,662,820) (3,558,085) (4,489,050) Cash paid relating to other investing activities - (40,000,000) (92,408,776) (75,523,511) Sub-total of cash outflows (134,698,622) (196,662,820) (95,966,861) (80,012,561) Net cash flows from investing activities (120,923,392) (51,859,564) 42,118,209 13,114,540 3. Cash flows from financing activities Cash received from borrowings 143,440,000 245,340,000 143,440,000 188,940,000 Cash repayments of borrowings (345,840,000) (701,524,000) (178,640,000) (588,940,000) Cash payments for interest expenses and distribution of dividends or profits (17,835,998) (24,087,952) (6,955,848) (7,588,086) Including: dividends paid to minority shareholders of subsidiaries - - - - Other cash payments relating to financing activities (176,000) - - - Sub-total of cash outflows (363,851,998) (725,611,952) (185,595,848) (596,528,086) Net cash flows from financing activities (220,411,998) (480,271,952) (42,155,848) (407,588,086) 4.Effect of foreign exchange rate changes on cash and cash equivalents - - - - 5. Net (decrease)/increase in cash and cash equivalents (47,270,455) 14,768,714 112,614,054 (162,141,478) Add: Cash and cash equivalents at beginning of year 8(42) 641,475,910 781,587,534 298,644,660 570,266,835 6.Cash and cash equivalent at end of year 8(42) 594,205,455 796,356,248 411,258,714 408,125,357 The accompanying notes form an integral part of these financial statements.- 5 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED CONSOLIDATED STATEMENT OF CHANGES IN OWNERS’ EQUITY FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB Yuan unless otherwise stated) [English translation for reference only] Items Note(s) Attributable to equity holders of the Company Paid-in capital Capital surplus Surplus reserves Undistributed profits Translation difference Minority interest Total owners' equity Balance at 1 January 2008 644,763,730 168,577,210 1,094,116,893 679,821,265 (1,415,833) 558,758,486 3,144,621,751 Movement for the year ended 31 December 2008 Net profit 642,891,604 301,517,573 944,409,177 Gains recognised directly in owners' equity - net changes in fair value of available-for-sale financial assets 8(29) (4,252,000) (4,252,000) - net changes in fair value of hedging instruments 8(29) (20,187,704) (16,517,214) (36,704,918) - translation difference (11,934,058) (11,934,058) - others 33,049 33,049 Sub-total (24,406,655) (11,934,058) (16,517,214) (52,857,927) Profit appropriation - appropriation to surplus reserves 8(30) 142,010,813 (142,010,813) - - profit distribution to equity owners 8(31) (437,149,809) (271,365,815) (708,515,624) Transfer within owner's equity - surplus reserves used to offset accumulated losses (880,992,970) 880,992,970 - Balance at 31 December 2008 644,763,730 144,170,555 355,134,736 1,624,545,217 (13,349,891) 572,393,030 3,327,657,377 Balance at 1 January 2009 644,763,730 144,170,555 355,134,736 1,624,545,217 (13,349,891) 572,393,030 3,327,657,377 Movement for the six months ended 30 June 2009 Net profit 200,144,439 91,126,507 291,270,946 Gains/(losses) recognised directly in owners' equity - net changes in fair value of available-for-sale financial assets 8(29) 728,000 728,000 - net changes in fair value of hedging instrument 8(29) - translation difference - others Sub-total 728,000 728,000 Profit appropriation - appropriation to surplus reserves 8(30) - profit distribution to equity owners 8(31) (322,381,865) (4,784,256) (327,166,121) Transfer within owner's equity - surplus reserves used to offset accumulated losses 8(30) Balance at 30 June 2009 644,763,730 144,898,555 355,134,736 1,502,307,791 (13,349,891) 658,735,281 3,292,490,202 The accompanying notes form an integral part of these financial statements.- 6 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED COMPANY STATEMENT OF CHANGES IN OWNERS’ EQUITY FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB Yuan unless otherwise stated) [English translation for reference only] Items Note(s) Paid-in capital Capital surplus Surplus reserves Undistributed profits Total owners' equity Balance at 1 January 2008 644,763,730 157,618,828 1,094,116,893 (281,304,874) 1,615,194,577 Movement for the year ended 31 December 2008 Net profit - - - 449,036,125 449,036,125 Losses recognised directly in owners' equity - net changes in fair value of available-for-sale financial assets 8(29) - (4,252,000) - - (4,252,000) Profit distribution - appropriation to surplus reserves 8(30) - - 142,010,813 (142,010,813) - - profit distribution to equity owners 8(31) - - - (437,149,809) (437,149,809) Transfer within owner's equity - surplus reserves used to offset accumulated losses 8(30) - - (880,992,970) 880,992,970 - Balance at 31 December 2008 644,763,730 153,366,828 355,134,736 469,563,599 1,622,828,893 Balance at 1 January 2009 644,763,730 153,366,828 355,134,736 469,563,599 1,622,828,893 Movement for the six months ended 30 June 2009 Net profit - - - (7,189,430) (7,189,430) Losses recognised directly in owners' equity - net changes in fair value of available-for-sale financial assets 8(29) - 728,000 - - 728,000 Profit distribution - appropriation to surplus reserves 8(30) - - - - - - profit distribution to equity owners 8(31) - - - (322,381,865) (322,381,865) Transfer within owner's equity - surplus reserves used to offset accumulated losses 8(30) - - - - - Balance at 30 June 2009 644,763,730 154,094,828 355,134,736 139,992,304 1,293,985,598 The accompanying notes form an integral part of these financial statements.SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB unless otherwise stated) [English translation for reference only] - 7 - 1. General information Shenzhen Chiwan Wharf Holdings Limited (the “Company”) was incorporated in September 1982 in Shenzhen, the People’s Republic of China (the “PRC”), by China Nanshan Development (Group) Ltd (the “Nanshan Group”), and was registered a sino-foreign joint venture enterprise in July 1990. In January 1993, as approved by the Shenzhen municipal government with document SFBF (1993)357, the Company was reorganized into a joint stock limited company. In February 1993, the Company issued, by public offering, the domestic shares (“A shares”) of 46,000,000 shares and domestically listed foreign shares (“B shares”) of 40,000,000 shares. Both shares were listed in Shenzhen Stock Exchange in May 1993. In June 1994, 31,047,000 bonus shares were issued in a proportion of “one bonus share for every ten shares”. In June, the bonus A shares and bonus B shares held by Nanshan Group were listed in Shenzhen Stock Exchange. In December 1995, the Company issued additional 40,000,000 B shares, consequently, the total volume of the Company’s shares rose to 381,517,000. In June 2004, the directors of the Company resolved to increase the share capital by means of capitalization of the share premium and capital reserves of the Company to the extent that 3 additional ordinary shares were issued to each shareholder holding 10 shares of the Company. As the result, the total volume of shares was increased from 381,517,000 to 495,972,100. In July 2005, again the directors of the Company resolved to increase the share capital by means of capitalization of the share premium and capital reserves of the Company to the extent that 3 additional ordinary shares were issued to each shareholder holding 10 shares of the Company Consequently, the total volume of shares was increased from 495,972,100 to 644,763,730. Pursuant to the relevant rules and regulations issued by the PRC authorities and approval from State-owned Asset Supervision and Administration Commission with document No. (2006)405, share segregation reform of the Company was performed in May 2006. Nanshan Group, the non public shares shareholder of the Company, offered RMB11.5 in cash, 1 share and 8 put options, to the holders of every 10 listed A shares. In return the listed A shares shareholders agree to allow the non public shares held by Nanshan Group be converted into listed A shares. From 30 May 2006, the non public A shares held by Nanshan Group (original volume less those offered to tradable A shares shareholders) become listed with restriction on disposal for certain lock up period. As to the put options offered by Nanshan Group, during the required exercise period from 23 May 2007 to 29 May 2007, none was actually exercised by listed A shares shareholders. The lock up period for two batches of A shares with 23,243,415 share each held by the Nanshan Group with restriction on disposal expired on 3 July 2007 , on 6 June 2008and on 19 June 2009 , respectively.SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB unless otherwise stated) [English translation for reference only] - 8 - 1 General information (continued) The Company and its subsidiaries (collectively the “Group”) are principally engaged in the provision of cargo packing, cargo handling, container terminal, warehousing, land and sea transportation services. These consolidated financial statements have been approved for issue by the Board of Directors on 27 August 2009. 2. Basis of preparation The Group prepared financial statements in accordance with the Basic Standard and 38 specific standards of Accounting Standards for Business Enterprises issued by Ministry of Finance of the PRC on 15 February 2006, Application Guidance of Accounting Standard for Business Enterprises, Interpretation of Accounting Standards for Business Enterprises and other regulations issued thereafter (hereafter referred to as “the Accounting Standard for Business Enterprises”, “China Accounting Standards” or “CAS”).SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB unless otherwise stated) [English translation for reference only] - 9 - 3. Statement of compliance with the Accounting Standards for Business Enterprises The consolidated and the Company’s financial statements for the six months ended 30 June 2009 truly and completely present the financial position as of 30 June 2009 and the operating results, cash flows and other information for the six months ended of the Group and Company in compliance with the Accounting Standards for Business Enterprises. 4. Summary of significant accounting policies and accounting estimates (1) Accounting period The Company’s accounting year starts on 1 January and ends on 31 December. (2) Recording currency The recording currency is Renminbi (RMB) (3) Basis of measurement The financial statements have been prepared the historical cost convention, unless otherwise stated adopting fair value, net realisable value or present value method. (4) Foreign currency translation (a) Transactions and balances Foreign currency transactions are translated into RMB using the exchange rates prevailing at the dates of the transactions. At the balance sheet date, monetary items denominated in foreign currency are translated into RMB using the spot exchange rate at the balance sheet date. Exchange differences arising from these translations are recognised in profit or loss for the current period, except for those attributable to foreign currency borrowings that have been taken out specifically for the acquisition, construction or production of qualifying assets, which are capitalised as part of the cost of those assets. Non-monetary items denominated in foreign currency that are measured in terms of historical cost are translated at the balance sheet date using the spot exchange rate at the date of the transaction. The effect of exchange rate changes on cash is presented separately in the cash flow statement.SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB unless otherwise stated) [English translation for reference only] - 10 - 4 Summary of significant accounting policies and accounting estimates (continued) (b) Translation of foreign currency financial statements The asset and liability items in the balance sheets for oversea businesses are translated at the spot exchange rate on the balance sheet date. Among the owner’s equity items, the items other than “undistributed profits” are translated at the spot exchange rate of the transaction date. The income and expense items in the income statements of oversea businesses are translated at the spot exchange rate of the transaction date. The differences arising from the above translation are presented separately in the owner’s equities. The cash flows of oversea businesses are translated at the spot exchange rate on the date of the cash flows. The effect of exchange rate changes on cash is presented separately in the cash flow statement. (5) Cash and cash equivalents For the purpose of the cash flow statement, cash comprises cash in hand and deposits held at call with bank. Cash equivalents refer to short-term and highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. (6) Financial assets Financial assets are classified into the following categories at initial recognition: financial assets at fair value through profit or loss, loans and receivables, available-for-sale financial assets and held-to-maturity investments. The classification of financial assets depends on the Group’s intention and ability to hold the financial assets. (a) Financial assets at fair value through profit or loss Financial assets at fair value through profit or loss include financial assets held for the purpose of selling in the short term, which are presented as financial assets held for trading on the balance sheet. (b) Loans and receivables Loans and receivables, including accounts receivable and other receivables, are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market (Note 4 (7)). (c) Available-for-sale financial assets Available-for-sale financial assets are non-derivative financial assets that are either designated in this category or not classified in any of the other categories at initial recognition. Available-for-sale financial assets are included in other current assets in the balance sheet if management intends to dispose of them within 12 months of the balance sheet date.SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB unless otherwise stated) [English translation for reference only] - 11 - 4 Summary of significant accounting policies and accounting estimates (continued) (6) Financial assets (continued) (d) Held-to-maturity investments Held-to-maturity investments are non-derivative financial assets with fixed maturity and fixed or determinable payments that management has the positive intention and ability to hold to maturity. Held-to-maturity investments with maturities less than 12 months of the balance sheet date are included in other current assets or current portion of non-current assets on the balance sheet. (e) Recognition and measurement Financial assets are recognised at fair value on the balance sheet when the Group becomes a party to the contractual provisions of the financial instrument. In the case of financial assets at fair value through profit or loss, the related transaction costs occurred at the time of acquisition are recognised in profit or loss for the current period. For other financial assets, transaction costs that are attributable to the acquisition of the financial assets are included in their initial recognition amounts. Financial assets are derecognised when the contractual rights to receive the cash flows from the financial assets have expired, or all substantial risks and rewards of ownership of the financial assets have been transferred. Financial assets at fair value through profit or loss and available-for-sale financial assets are subsequently measured at fair value. Investments in equity instruments are measured at cost when they do not have a quoted market price in an active market and whose fair value cannot be reliably measured. Receivables and held-to-maturity investments are measured at amortised cost using the effective interest method. A gain or loss arising from a change in the fair value of financial assets at fair value through profit or loss is recognised in profit or loss. Interests and cash dividends received during the period in which such financial assets are held, as well as the gains or losses arising from the disposal of the assets are recognised in profit or loss for the current period. A gain or loss arising from a change in fair value of an available-for-sale financial asset is recognised directly in equity, except for impairment losses and foreign exchange gains and losses arising from the translation of monetary financial assets. When such financial asset is derecognised, the cumulative gain or loss previously recognised in equity is recognised in profit or loss for the current period. Interests on available-for-sale investments in debt instruments are calculated using the effective interest method during the period in which such investments are held and cash dividends declared by the investee on available-for-sale investments in equity instruments are recognised as investment income in profit or loss.SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB unless otherwise stated) [English translation for reference only] - 12 - 4 Summary of significant accounting policies and accounting estimates (continued) (6) Financial assets (continued) (f) Impairment of financial assets The Group assesses the carrying amount of a financial asset other than that at fair value through profit or loss at each balance sheet date. If there is objective evidence that the financial asset is impaired, the Group shall determine the amount of any impairment loss. If an impairment loss on a financial asset carried at amortised cost has been incurred, the amount of loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred). If there is objective evidence that the value of the financial asset recovered and the recovery is related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed and the amount of reversal is recognised in profit or loss. In the case of a significant or prolonged decline in the fair value of an available-for-sale financial asset, the cumulative loss arising from the decline in fair value that had been recognised directly in equity is removed from equity and recognised in impairment loss. For an investment in debt instrument classified as available-for-sale on which impairment losses have been recognised, if, in a subsequent period, its fair value increases and the increase can be objectively related to an event occurring after the impairment loss was recognised in profit or loss, the previously recognised impairment loss is reversed and recognised in profit or loss for the current period. For an investment in an equity instrument classified as available-for-sale on which impairment losses have been recognised, if, in a subsequent period, its fair value increases and the increase can be objectively related to an event occurring after the impairment loss was recognised in profit or loss, the previously recognised impairment loss is reversed and directly recognised in equity. If an impairment loss incurred on an investment in an equity instrument not quoted in an active market and whose fair value cannot be reliably measured, the amount of loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows of similar financial assets, capitalized based on the returns ratio of the market at the same time. The impairment losses are not allowed to be reversed even if the value is recovered in a subsequent period. (7) Receivables Receivables comprise accounts receivable and other receivables. Accounts receivable arising from rendering of services are initially recognised at fair value of the contractual payments from the customer. Receivables are presented at amortised cost using the effective interest method net of provision for bad debts.SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB unless otherwise stated) [English translation for reference only] - 13 - 4 Summary of significant accounting policies and accounting estimates (continued) (7) Receivables (continued) Receivables that are individually significant are subject to separate impairment assessment, if there is objective evidence that the Group will not be able to collect the full amounts according to the original terms, a provision for impairment of the receivable is established at the difference between the carrying amount of the receivable and the present value of estimated future cash flows. Receivables that are not individually significant together with those receivables that have been individually evaluated for impairment and found not to be impaired are grouped on the basis of similar credit risk characteristics. The impairment losses are determined, considering the current conditions, on the basis of historical loss experience for the groups of receivables with the similar credit risk characteristics. (8) Inventories Inventories include spare parts, fuel and low cost consumables, and are presented at the lower of cost and net realisable value. Inventories are initially recognized at cost. Cost of spare parts and fuel is determined using the weighted average method. Low cost consumables are expensed upon issuance. Provisions for declines in the value of inventories are determined at the carrying value of the inventories net of their net realisable value. Net realisable value is determined based on the estimated selling price in the ordinary course of business, less the estimated costs to completion and estimated costs necessary to make the sale and relevant taxes. The Group adopts the perpetual inventory system. (9) Hedging activities Hedges are classified as fair value hedges, cash flow hedges, and hedges of net investment in an overseas operation. The Group has cash flow hedges in this year. Cash flow hedge refers to a hedging of the risk to changes in cash flow. Such changes in cash flow are attributable to a particular risk associated with a recognized asset or liability or a highly probable forecast transaction and could affect profit or loss. The Group documents at the inception of the transaction the relationship between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedging transaction. The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in cash flows of hedged items.SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB unless otherwise stated) [English translation for reference only] - 14 - 4 Summary of significant accounting policies and accounting estimates (continued) (9) Hedging activities(continued) The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognized in equity. The gain or loss relating to the ineffective portion is recognised immediately in the income statement within ‘other gains/ (losses) - net’. Amounts accumulated in equity are recycled in the income statement in the periods when the hedged item affects profit or loss (for example, when the forecast sale that is hedged takes place). The gain or loss relating to the ineffective portion is recognized in the income statement within ‘other gains/ (losses) - net’. When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in the income statement. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the income statement within other ‘gains/(losses) – net’. (10) Long-term equity investments Long-term equity investments comprise the Company’s equity investments in its subsidiaries, the Group’s long-term equity investments in its joint ventures and associates as well as the long-term equity investments where the Group does not have control, joint control or significant influence over the investees, and which are not quoted in an active market and whose fair value cannot be reliably measured. (a) Subsidiaries Subsidiaries are all investees over which the Company is able to control, i.e. has the power to govern the financial and operating policies so as to obtain benefits from their operating activities. The existence and effect of potential voting rights (including that derived from the convertible bonds and warrants that are currently convertible or exercisable) are considered to determine whether the Group has control over the investee. Investments in subsidiaries are measured using the cost method in the Company’s financial statements, and adjusted using the equity method when preparing the consolidated financial statements. Long-term equity investments accounted for using the cost method are measured at the initial investment cost. Investment income is recognised in profit or loss for the cash dividends or profit declared by the investee. Such recognition is made only to the extent of the distributions received from accumulated net profits of the investees arising after the investment was made. Cash dividends or distributions received in excess of such profits are regarded as a recovery of the initial cost of the investments.SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB unless otherwise stated) [English translation for reference only] - 15 - 4 Summary of significant accounting policies and accounting estimates (continued) (10) Long-term equity investments (continued) (b) Associates Associates are all investees that the Group has significant influence on their financial and operating policies. Investments in associates are accounted for using the equity method. Where the initial investment cost exceeds the Group’s share of the fair value of the investee’s identifiable net assets at the time of acquisition, the investment is initially measured at cost. Where the initial investment cost is less than the Group’s share of the fair value of the investee’s identifiable net assets at the time of acquisition, the difference is included in profit or loss for the current period and the cost of the long-term equity investment is adjusted accordingly. When using the equity method of accounting, the Group recognised the investment income based on its share of net profit or loss of the investee. The Group discontinues recognising its share of net losses of an investee after the carrying amount of the long-term equity investment together with any long-term interests that, in substance, form part of the investor’s net investment in the investee are reduced to zero. However, if the Group has obligations for additional losses and the conditions on recognition of provision are satisfied in accordance with the accounting standards on contingencies, the Group continues to recognise the investment losses and the provision. For changes in owner’s equity of the investee other than those arising from its net profit or loss, the Group record directly in capital surplus its proportion, provided that the Group’s proportion of shareholding in the investee remains unchanged. The carrying amount of the investment is reduced by the Group’s share of the profit or cash dividends declared by an investee. The unrealised profits or losses arising from the intra-group transactions between the Group and its investees are eliminated to the extent of the Group’s interest in the investees, on the basis of which the investment gain or losses are recognised. The loss on the intra-group transaction between the Group and its investees, of which the nature is asset impairment, is recognised in full amount, and the relevant unrealised gain or loss is not allowed to be eliminated. (c) Other long-term equity investments Other long-term equity investments where the Group does not have control, joint control or significant influence over the investee, and which are not quoted in an active market and whose fair value cannot be reliably measured are accounted for using the cost method.SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB unless otherwise stated) [English translation for reference only] - 16 - 4 Summary of significant accounting policies and accounting estimates (continued) (11) Investment property Investment property, including land use rights that have already been leased out and land use rights held for subsequent transfer on capital appreciation and buildings that held for the purpose of lease, is measured initially at its actual cost. Subsequent expenditures incurred for an investment property is included in the cost of the investment property when it is probable that economic benefits associated with the investment property will flow to the Group and its cost can be reliably measured, otherwise the expenditure is recognised in profit or loss in the period in which they are incurred. The Group adopts the cost model for subsequent measurement of the investment property. Buildings and land use rights are depreciated or amortised to allocate the costs of these assets to their estimated net residual values over their estimated useful lives. The estimated useful lives, the estimated net residual values expressed as a percentage of cost and the annual depreciation (amortisation) rates of the investment properties are as follows: Estimated useful lives Estimated residual value Annual depreciation (amortisation) rate Buildings 24 - 32 years 10% 2.7% to 3.6% Land use rights 7 - 37 years - 2.6% to 12.5% When an investment property is changed to an owner-occupied property, it is transferred to fixed assets or intangible assets at the date of the change. When an owner-occupied property is changed to be held to earn rental or for capital appreciation, the fixed asset or intangible asset is transferred to investment property at the date of the change at the relevant carrying amount of the property. The estimated useful life, net residual value of an investment property and the depreciation (amortisation) method applied are reviewed, and adjusted as appropriate at each financial year-end. An investment property is derecognised on disposal or when the investment property is permanently withdrawn from use and no future economic benefits are expected from its disposal. The amount of proceeds on sale, transfer, retirement or damage of an investment property less its carrying amount and related taxes and expenses is recognised in profit or loss for the current period.SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB unless otherwise stated) [English translation for reference only] - 17 - 4 Summary of significant accounting policies and accounting estimates (continued) (12) Fixed assets Fixed assets comprise harbor facilities, warehouses, container yards and buildings, machinery and equipment, motor vehicles, cargo ships and tugboats, and other equipments. Fixed assets purchased or constructed by the Group are initially measured at cost at the time of acquisition. Fixed assets contributed by the State-owned shareholders at the incorporation of a limited company are initially recorded at the valuation amount recognized by the State-owned assets supervision and administration department. Subsequent expenditures incurred for a fixed asset are included in the cost of the fixed asset when it is probable that economic benefits associated with the fixed asset will flow to the Group and its cost can be reliably measured. The carrying amount of those parts that are replaced is derecognized and all other subsequent expenditures are recognised in profit or loss in the period in which it is incurred. Fixed assets are depreciated using the straight-line method to allocate the cost of the assets to their estimated residual values over their estimated useful lives. For the fixed assets being provided for impairment loss, the related depreciation charge is prospectively determined based upon the adjusted carrying amounts over their remaining useful lives. The estimated useful lives, the estimated residual values expressed as a percentage of cost and the annual depreciation rates are as follows: Estimated useful lives Estimated residual value Annual depreciation rate Harbor facilities 5 - 50 years 10% 1.8%-18% warehouses, container yards and buildings 5 - 40 years 10% 2.25%-18% machinery and equipments 5 - 15 years 10% 6%-18% motor vehicles, cargo ships and tugboats 5 - 20 years 10% 4.5%-18% other equipments 5 years 10% 18% The estimated useful life, the estimated net residual value of a fixed asset and the depreciation method applied to the asset are reviewed, and adjusted as appropriate at least at each financial year-end. A fixed asset classified as an asset held for sale is presented as other current asset at the lower of the carrying amount and the fair value less costs to sell. Any excess of the carrying amount over the fair value less the costs to sell is recognised as asset impairment loss. A fixed asset is derecognised on disposal or when no future economic benefits are expected from its use or disposal. The amount of proceeds on sale, transfer, retirement or damage of a fixed asset net of its carrying amount and related taxes and expenses is recognised in profit or loss for the current period.SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB unless otherwise stated) [English translation for reference only] - 18 - 4 Summary of significant accounting policies and accounting estimates (continued) (13) Construction in progress Construction in progress is measured at actual cost. Actual cost comprises construction costs, other costs necessary to bring the fixed assets ready for their intended use. Borrowing costs that are eligible for capitalization are capitalized before the assets are ready for their intended use. Construction in progress is transferred to fixed assets when the assets are ready for their intended use, and depreciation begins from the following month. (14) Intangible assets Intangible assets including land use rights and computer software are measured at actual cost. Fixed assets contributed by the State-owned shareholders at the incorporation of a limited company are initially recorded at the valuation amount recognized by the State-owned assets supervision and administration department. (a) Land use rights Land use rights are amortised on the straight-line basis over their estimated useful lives of 20 - 50 years. If the purchase costs of land use rights and attached buildings cannot be reliably allocated between the land use rights and buildings, for the purchase costs are recognised as fixed assets. (b) Computer software Computer software is amortised on a straight-line basis over periods of 3 - 5 years. (c) Periodical review of useful life and amortisation method For an intangible asset with a finite useful life, review and adjustment on useful life and amortization method are performed at each year-end. (15) Goodwill In the acquisition of minority interests of subsidiaries, the difference of the additional cost of investment and the Group’s share of the fair value of the identifiable net assets in subsidiaries is recognised as goodwill in the Group’s consolidated financial statements. Or goodwill is recognised at the excess of the cost of a business combination involving enterprises not under common control over the interest in the fair value of the acquirees’ identifiable net assets acquired in the business combination as at the acquisition date.SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB unless otherwise stated) [English translation for reference only] - 19 - 4 Summary of significant accounting policies and accounting estimates (continued) (16) Long-term prepaid expenses Long-term prepaid expenses include the expenditure for improvements to fixed assets under operating lease and other prepayments incurred but should be borne by the current and subsequent periods and amortised over more than one year. Long-term prepaid expenses are amortised on the straight-line basis over the expected beneficial period and are presented at cost net of accumulated amortisation. (17) Impairment of long-term assets Fixed assets, construction in progress, intangible assets with finite useful lives, investment properties measured using the cost model and long-term equity investments in subsidiaries, joint ventures and associates are tested for impairment if there is any indication that an asset may be impaired at the balance date. If the result of the impairment test indicates that the recoverable amount of the asset is less than its carrying amount, a provision for impairment and an impairment loss are recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and the present value of the future cash flows expected to be derived from the asset. A provision for asset Impairment is determined and recognised on an individual asset basis. If it is not possible to estimate the recoverable amount of an individual asset, the recoverable amount of the group of assets to which the asset belongs is determined. A group of assets is the smallest group of assets that is able to generate independent cash inflows. Separately recognised goodwill is tested at least annually for impairment, irrespective of whether there is any indication that the asset may be impaired. During the test, the carrying value of goodwill is allocated to the related asset group or groups of asset group which is expected to benefit from the synergies of the business combination. If the result of the test indicates that the recoverable amount of an asset group or groups of asset group including the goodwill allocated is lower than its carrying amount, the corresponding impairment loss is recognized. The impairment loss is first deducted from the carrying amount of goodwill allocated to the asset group or groups of asset group, and then deducted from the carrying amount of the remaining assets of the asset group or groups of asset group pro rata with goodwill. Once the asset impairment loss mentioned above is recognised, it is not allowed to be reversed for the value recovered in the subsequent periods.SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB unless otherwise stated) [English translation for reference only] - 20 - 4 Summary of significant accounting policies and accounting estimates (continued) (18) Borrowing costs The borrowing costs that are directly attributable to the acquisition and construction of a fixed asset that needs a substantially long period of time of acquisition and construction for its intended use commence to be capitalised and recorded as part of the cost of the asset when expenditures for the asset and borrowing costs have been incurred, and the activities relating to the acquisition and construction that are necessary to prepare the asset for its intended use have commenced. The capitalisation of borrowing costs ceases when the asset under acquisition or construction becomes ready for its intended use, the borrowing costs incurred thereafter are recognised in profit or loss for the current period. Capitalisation of borrowing costs is suspended during periods in which the acquisition or construction of a fixed asset is interrupted abnormally and the interruption lasts for more than 3 months, until the acquisition or construction is resumed. (19) Borrowings Borrowings are recognised initially at fair value, net of transaction costs incurred, and subsequently stated at amortised cots using the effective interest method. Borrowings of which the period is within one year (one year included) are classified as the short-term borrowings, and the others are classified as long-term borrowings. (20) Employee benefits Employee benefits mainly include wages or salaries, bonuses, allowances and subsidies, staff welfare, social security contributions, housing funds, labour union funds, employee education funds and other expenditures incurred in exchange for service rendered by employees. Employee benefits are recognised as a liability in the accounting period in which an employee has rendered service, and as costs of assets or expenses to whichever the employee service is attributable. The Group has established a pension scheme for employees which is a defined contribution plan. The Group pays contributions at 5.5% to 6% of employees’ salary into the plan. The Group has no further obligations once the contributions have been paid. The contributions are recognised as employee benefit expense when they are due. The pension assets are hold by a trustee and are managed separately from the Group’s assets.SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB unless otherwise stated) [English translation for reference only] - 21 - 4 Summary of significant accounting policies and accounting estimates (continued) (21) Deferred tax assets and deferred tax liabilities Deferred tax assets and deferred tax liabilities are calculated and recognised based on the differences arising between the tax base of assets and liabilities and their carrying amount (temporary differences). Deferred tax asset is recognized for the deductible losses that can be carried forward to subsequent years for deduction of the taxable profit in in accordance with the tax law. No deferred tax liability is recognised for a temporary difference arising from the initial recognition of goodwill. No deferred tax asset or deferred tax liability is recognized for the temporary differences resulting from the initial recognition of assets or liabilities due to a transaction other than a business combination, which affects neither accounting profit nor taxable profit (or deductible loss) At the balance sheet date, deferred tax assets and deferred tax liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled. Deferred tax assets are only recognised for deductible temporary differences, deductible losses and tax credits to the extent that it is probable that taxable profit will be available in the future against which the deductible temporary differences, deductible losses and tax credits can be utilised. Deferred tax liabilities are recognised for temporary differences arising from investments in subsidiaries and associates, except where the Group is able to control the timing of the reversal of the temporary difference, and it is probable that the temporary difference will not reverse in the foreseeable future. When it is probable that the temporary differences arising from investments in subsidiaries and associates will be reversed in the foreseeable future and that the taxable profit will be available in the future against which the temporary differences can be utilized, the corresponding deferred tax assets are recognized. Deferred tax assets and liabilities are offset when: ?The deferred taxes are relate to the same taxable entity and same taxation authority, and; ?That taxable entity has a legally enforceable right to offset current tax assets against current tax liabilities.SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB unless otherwise stated) [English translation for reference only] - 22 - 4 Summary of significant accounting policies and accounting estimates (continued) (22) Revenue recognition The amount of revenue is determined in accordance with the fair value of the consideration received or receivable for services in the ordinary course of the Group’s activities. Revenue is shown net of value-added tax, rebates, discounts and returns. Revenue is recognised when the economic benefits associated with the transaction will flow to the Group, the relevant revenue can be reliably measured and specific revenue recognition criteria have been met for each of the Group’s activities as described below. (a) Rendering of services The Group provides loading/unloading, transportation, logistic agency and other related harbor services to external customers. Revenue arising from provision of services is recognised when services are completed and the amount of revenue and cost can be reliably measured. (b) Transfer of asset use rights Interest income is recognised on a time-proportion basis using the effective interest method. Lease income from an operating lease is recognised on a straight-line basis over the period of the lease. (23) Deferred revenue Deferred revenue is the advance from customers which should be amortised on a straight-line basis over the expected beneficial period of 20 years and presented at cost net of accumulated amortization. (24) Leases A finance lease is a lease that transfers substantially all the risks and rewards incidental to ownership of an asset. An operating lease is a lease other than a finance lease. Lease payments under an operating lease are recognised on a straight-line basis over the period of the lease, and are either capitalized as part of the cost of related assets, or charged as an expense for the current period. (25) Profit distribution Proposed profit distribution is recognised as a liability in the period in which it is approved by the shareholders’ meeting.SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB unless otherwise stated) [English translation for reference only] - 23 - 4 Summary of significant accounting policies and accounting estimates (continued) (26) Preparation of consolidated financial statements The consolidated financial statements comprise the financial statements of the Company and its subsidiaries. Subsidiaries are fully consolidated from the date on which the Group obtains control and are de-consolidated from the date that such control ceases. For a subsidiary acquired in a business combination involving enterprises under common control, it is included in the consolidated financial statements from the date when it, together with the Company, came under common control of the ultimate controlling party. The portion of the net profits realized before the combination date is presented separately in the consolidated income statement. The financial statements of subsidiaries are adjusted in accordance with the accounting policies and accounting period of the Company during the preparation of the consolidated financial statements, where the accounting policies and the accounting periods are inconsistent between the Company and subsidiaries. For subsidiaries acquired from a business combination involving enterprises not under common control, the individual financial statements of the subsidiaries are adjusted based on the fair value of the identifiable net assets at the acquisition date. All significant inter-group balances, transactions and unrealised profits are eliminated in the consolidated financial statements. The portion of a subsidiary’s equity and the portion of a subsidiary’s net profits and losses for the period not held by the Company are recognized as minority interests and presented separately in the consolidated balance sheet within equity and net profits respectively. (27) Segment reporting The Group shall, on the basis of internal organizational structure, management requirement and internal report system, recognize business segment, after that, confirm reporting segment according to the business segment and disclose segment information. Business segment refers to integral part in the Group that simultaneously meets the conditions as follows: (1) such integral part may produce revenue and incur expense in the day-to-day activities; (2) the management team of the Group may evaluate operating results of such integral part periodically for the purpose of deciding resource allocation to it and evaluating its performance; (3) the Group may obtain accounting information such as financial status, operating results and cash flow of the integral part. If two or several business segments have similar economic features and meet certain conditions, the Group shall consolidate them into a single business segment.SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB unless otherwise stated) [English translation for reference only] - 24 - 4 Summary of significant accounting policies and accounting estimates (continued) (28) Determination of fair value of financial instruments The fair value of a financial instrument that is traded in an active market is determined at the quoted price in the active market. The fair value of a financial instrument for which the market is not active is determined by using a valuation technique. Valuation techniques include using recent market transactions between knowledgeable, willing parties, reference to the current fair value of another instrument that is substantially the same with this instrument, and discounted cash flow analysis. When a valuation technique is used to establish the fair value of a financial instrument, use market data as much as possible and avoid use of data that is particularly related to the Group. Critical accounting estimates and judgments The Group continually evaluates the critical accounting estimates and key judgements applied based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Except those prescribed in (note 8 (10)), the Group has no critical accounting estimates and key assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. 5 impact of the changes in accounting policies Segment report The Group showed segment information by business segment and geographic segment before 1 Jan. 2009, taking the former as the primary reporting format, as well as the latter as the secondary reporting format respectively. The Group, in accordance with relevant provisions concerning the enterprise improving segment information in the Interpretation No. 3 of Accounting Standard for Business Enterprise promulgated by the Ministry of Finance on 11 Jun. 2009, no longer differentiated between the business segment and geographic segment and disclosed the segment information by the primary report and the secondary report since 1 Jan. 2009, but rather shall recognize reporting segment on the basis of business segment (such business segment shall be determined in the light of internal organizational structure, management requirement, internal report system) and publish segment information. The segment report information for the first half of the year 2008 has been restated according to the above-mentioned requirements. The change of such policy has littler influence on the segment report of the Company, it just adjustment of format.SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB unless otherwise stated) [English translation for reference only] - 25 - 6 Taxation The types and rates of taxes applicable to the Group during the current year are set out below: Type Tax rate Taxable basis Enterprise income tax 16.5%、20% and 25% Taxable income Value added tax (“VAT”) 17% and 6% Taxable value added amount (Tax payable is calculated using the taxable sales amount multiplied by the effective tax rate less deductible VAT input of current period) Business tax 3% Taxable loading/unloading and transportation income 5% Taxable warehousing , logistic agency and rental income On 16 March 2007, the National People’s Congress approved the Corporate Income Tax (“CIT”)Law of the People’s Republic of China (the “new CIT Law”), which is effective from 1 January 2008. The applicable enterprise income tax rate for the Company and the subsidiaries located in Shenzhen Special Economic Zone had been 18%. Under the new CIT Law, the CIT income tax rate applicable to the Company and these subsidiaries will increase gradually to 25% within 5 years from 2008 to 2012. The applicable income tax rate for 2009 is 20%. The applicable enterprise income tax rate for the subsidiaries located in Dongguan city is 25%. Chiwan Wharf Holdings (H.K.) Limited (the “WHK”) and Chiwan Shipping (H.K.) Company Limited are subject to Hong Kong CIT income tax rate at 16.5% (2008: 16.5%). As at 31 December 2008, several subsidiaries of the Company are still in the tax holiday of “5 year exemption and 5 year half reduction”. The details are set out below: (a) The profit derived from berth #11 of Chiwan Container Terminal Company Limited (“CCT”) is entitled to full exemption from income tax for five years commencing from its first profit making year and a 50% exemption for the following five years. 2009 is the ninth profit-making year of berth #11, CIT has been provided at a rate of 10% (2008: 9%)SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB unless otherwise stated) [English translation for reference only] - 26 - 6 Taxation (continued) (b) The profit derived from berth #12 of CCT is entitled to full exemption from income tax for five years commencing from its first profit making year and a 50% exemption for the following five years. 2009 is the sixth profit-making year of berth #12, CIT has been provided at rate for 10% (2008: Nil). (c) The profit derived from berth #13 of CCT is entitled to full exemption from income tax for five years commencing from its first profit making year and a 50% exemption for the following five years when certain requirement met. 2009 is the fifth profit-making year of berth #13, but is the second year for it to meet the requirement of related tax circular, no enterprise income tax has been provided (2008: Nil). 7 Subsidiaries (Ⅰ) Subsidiaries of the Company consolidated for June 30 ,2009 (1) Subsidiaries of the Company acquired under common control: Name of subsidiaries Place of registration Registered capital (in ten thousand Yuan unless otherwise stated) Nature of business and principal activities % interest held by the Company Direct Indirect Shenzhen Chiwan Harbour Container Company Limited Shenzhen, PRC 10,820 Container handling and other port services 60% 40% Shenzhen Chiwan Transportation Company Limited Shenzhen, PRC 1500 container transportation, vehicle and port machinery maintenance 75% 25% Chiwan Container Terminal Company Limited Shenzhen, PRC USD95,300K Container handling and other port services 51% 4% Shenzhen Chiwan Shipping and Transportation Company Limited Shenzhen, PRC 600 Cargo shipping 60% 40% Chiwan Shipping (H.K.) Company Limited Hong Kong, PRC HKD800K Shipping agency service - 100% The percentage of voting power held by the Group in each subsidiary is same with the percentage of interest. All above subsidiaries and the Company had been under common control by Nanshan Group before and after the acquisition.SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB unless otherwise stated) [English translation for reference only] - 27 - 7 Subsidiaries (continued) (Ⅰ) Subsidiaries of the Company consolidated for June 30 ,2009 (continued) (2) Subsidiaries of the Company rather than acquired under common control: Name of subsidiaries Place of registration Registered capital (in ten thousand Yuan unless otherwise stated) Nature of business and principal activities % interest held by the Company Direct Indirect Shenzhen Chiwan International Freight Agency Company Limited Shenzhen, PRC 500 Shipping agency service 100% - Shenzhen Chiwan Terminal Company Limited Shenzhen, PRC 5,000 Port services 95% 5% Shenzhen Chiwan Trains-Grains Terminal Company Limited Shenzhen, PRC 4,500 Warehousing of grains 75% 25% Chiwan Wharf Holdings (H.K.) Limited Hong Kong SAR, PRC HKD1,000K Shipping agency service 100% - Dongguan Chiwan Wharf Compan Limited Dongguan, PRC 26,130 Port services, warehousing and other logistic services 25% 75% Dongguan Chiwan Terminal Company Limited (a) Dongguan, PRC 30,000 Port services, warehousing and other logistic services 25% 75% Grossalan Investments Limited British Virgin Islands USD 1 Investment holding - 100% The percentage of voting power held by the Group in each subsidiary is same with the percentage of interest. All above subsidiaries are consolidated by the Group. (a) In March 2008, as approved by Dongguan Bureau of Foreign Trade & Economic Cooperation with document DWJMZ(2008)714, Dongguan Chiwan Terminal Company Limited (the “DGCHT”) was established in Dongguan city by the Company and WHK, with registered capital of RMB 300,000,000. As at 31 December 2008, the paid-in capital was RMB 90,000,000 which has been verified by a CPA firm and the remaining capital is to be paid in next two years according to the Articles of Association of DGCHT.SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB unless otherwise stated) [English translation for reference only] - 28 - 7 Subsidiaries (continued) (Ⅱ) Subsidiaries of the Company unconsolidated for June 30 ,2009 (continued) Name of subsidiaries Place of registration Registered capital (in ten thousand Yuan unless otherwise stated) Nature of business and principal activities % interest held by the Company Direct Indirect Shenzhen Chiwan Oriental Logistics Company Limited(a) Shenzhen, PRC 1,000 Warehousing, cargo transportation and delivering 50% 50% (a) On 5 June 2009, The Company transferred all equities of Shenzhen Chiwan Oriental Logistics Co., Ltd. to CND (Group) Co., Ltd. (Note8(42)(d)&Note14). 8 Notes to the consolidated financial statements (1) Cash at bank and at hand 30 June 2009 31 December 2008 Cash on hand 33,900 17,859 Cash at bank 592,725,383 640,303,328 Other cash balances 1,446,172 1,154,723 594,205,455 641,475,910 The foreign currency portfolio in cash and bank balances is as follows: 30 June 2009 31 December 2008 Original currency Exchange rate RMB equivalent Original currency Exchange rate RMB equivalent USD 1,659,868 6.83 11,336,898 3,065,767 6.83 20,939,189 HKD 138,796,597 0.88 122,141,005 132,860,322 0.88 116,917,083 133,477,903 137,856,272 (2) Notes receivable 30 June 2009 31 December 2008 Bank acceptance notes - 7,846,264SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB unless otherwise stated) [English translation for reference only] - 29 - 8 Notes to the consolidated financial statements (continued) (3) Accounts receivable and other receivables (a) Accounts receivable 31 December 2008 30 June 2009 Accounts receivable 148,452,206 203,019,022 Current year additions Current year reversals Less: provision for bad debts (2,776,326) - 651,536 (2,124,790) 145,675,880 200,894,232 The ageing of accounts receivable and related provisions for bad debts are analysed below: 30 June 2009 31 December 2008 Amount % of total balance Provision for bad debts Amount % of total balance Provision for bad debts Within 1 year 200,777,135 98.8% - 148,077,829 99.7% (2,519,048) 1 to 2 years 2,064,084 1.0% (2,064,084) 288,525 0.2% (205,767) 2 to 3 years 91,951 0.1% (9,195) - - - Over 3 year 85,852 0.1% (51,511) 85,852 0.1% (51,511) 203,019,022 100% (2,124,790) 148,452,206 100% (2,776,326) Accounts receivable are analysed by customer’s categories as follows: 30 June 2009 31 December 2008 Amount % of total balance Provision for bad debts % of balance Amount % of total balance Provision for bad debts % of balance Receivables that are individually significant 139,855,378 68.9% - - 94,253,056 63.5% - - Others 63,163,644 31.1% (2,124,790) 3.4% 54,199,150 36.5% (2,776,326) 5.1% 203,019,022 100% (2,124,790) 1.0% 148,452,206 100% (2,776,326) 1.9% The management classified the five largest accounts receivable as “receivables that are individually significant”. All these accounts receivable are aged within one year and the management is of view that no provision should be made for these balances.SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB unless otherwise stated) [English translation for reference only] - 30 - 8 Notes to the consolidated financial statements (continued) (3) Accounts receivable and other receivables (continued) (a) Accounts receivable (continued) As at 30 June 2009, amounts of RMB 2,064,084 due by a shipping company was included in accounts aged in one to two years. That shipping company was in dormant and involved in several litigations. Its bank accounts have also been controlled. The management considered the recoverability of such accounts receivable is remote and therefore 100% provision for bad debt was provided for them As At 30 June 2009, no balances included in above accounts receivable are due from the shareholders of the Company who hold over 5% shares with voting rights (31 December 2008:Nil). As at 30 June 2009, the Group’s five largest accounts receivable balances all aged within one year and their aggregate amount was RMB 139,855,378 (31 December 2008: RMB 94,253,056), being 69% (31 December 2008: 64%) of the total accounts receivable balances. The following balances are denominated in foreign currencies: 30 June 2009 31 December 2008 Original currency Exchange rate RMB equivalent Original currency Exchange rate RMB equivalent USD 278,765 6.83 1,903,965 306,945 6.83 2,096,434 HKD 1,326,387 0.88 1,167,221 1,795,127 0.88 1,579,712 3,071,186 3,676,146 (b) Other receivables 31 December 2008 30 June 2009 Amount due from third parties 7,424,116 10,955,045 Staff advances 2,493,218 1,909,009 Deposits 2,240,832 2,285,832 Others 59,921 - 12,218,087 15,149,886 Current year additions Current year reversals Less: Provision for bad debts (2,037,388) - - (2,037,388) 10,180,699 13,112,498SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB unless otherwise stated) [English translation for reference only] - 31 - 8 Notes to the consolidated financial statements (continued) (3) Accounts receivable and other receivables (continued) (b) Other receivables (continued) The aging of other receivable and the related bad debts provision are analysed below: 30 June 2009 31 December 2008 Amount % of total balance Provision for bad debts Amount % of total balance Provision for bad debts Within 1 year 12,494,289 82.5% - 8,053,015 65.9% - 1 to 2 years 116,939 0.8% (7,585) 1,667,423 13.6% (15,190) 2 to 3 years 507,453 3.3% (137,023) 874,741 7.2% (567,368) Over 3 years 2,031,205 13.4% (1,892,780) 1,622,908 13.3% (1,454,830) 15,149,886 100% (2,037,388) 12,218,087 100% (2,037,388) Other receivables are analysed by customer’s categories as follows: 30 June 2009 31 December 2008 Amount % of total balance Provision for bad debts % of balance Amount % of total balance Provision for bad debts % of balance Receivables that are individually significant 6,120,246 40.4% (1,551,780) 25.4% 4,935,668 40.4% (1,177,838) 23.9% Others 9,029,640 59.6% (485,608) 5.4% 7,282,419 59.6% (859,550) 11.8% 15,149,886 100% (2,037,388) 13.4% 12,218,087 100% (2,037,388) 16.7% The management classified the five largest other receivables as “receivables that are individually significant”. As at 30 June 2009, the Group did not have any balances which were due from parties holding having 5% or above shares in the Company (31 December 2008: Nil). As at 30 June 2009, the Group’s five largest other receivable balances were all aged within one year, and their aggregate amount was RMB 6,120,246 (31 December 2008: RMB 4,935,668), being 40% (31 December 2008: 40%) of the total accounts receivable balances.SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB unless otherwise stated) [English translation for reference only] - 32 - 8 Notes to the consolidated financial statements (continued) (3) Accounts receivable and other receivables (continued) (b) Other receivables (continued) The following balances are denominated in foreign currencies: 30 June 2009 31 December 2008 Original currency Exchange rate RMB equivalent Original currency Exchange rate RMB equivalent USD - 6.83 - 13,616 6.83 92,997 HKD 267,956 0.88 235,801 77,476 0.88 68,179 235,801 161,176 (4) Advance to suppliers 30 June 2009 31 December 2008 Aging Amount % of total balance Amount % of total balance Within 1 year 13,287,117 100% 10,336,323 100% As at 30 June 2009, the Group did not have any balances which were due to parties having 5% or above shareholdings in the Company (31 December 2008: Nil). No balances of advance to suppliers were denominated in foreign currencies (31 December 2008: Nil). (5) Inventories 30 June 2009 31 December 2008 Cost - Spare parts 29,087,933 28,730,787 Fuel 1,158,881 1,759,915 Low cost consumables 64,505 73,669 30,311,319 30,564,371 Less: Provision for declines in the value of inventories - Spare parts (2,756,073) (2,756,073) 27,555,246 27,808,298SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB unless otherwise stated) [English translation for reference only] - 33 - 8 Notes to the consolidated financial statements (continued) (6) Available-for-sale financial assets 31 December 2008 Current year fair value movement 30 June 2009 Available-for-sale equity instruments 5,440,000 910,000 6,350,000 Available-for-sale financial asset represented 1,000,000 PRC legal person shares of Jiangsu Expressway (the “Jiangsu Expressway”) held by the Company. For the six months ended 30 June 2009, the market value of the stocks in Shanghai Stock Exchange increased RMB910,000. (7) Long term receivables 31 December 2008 Effect of foreign exchange rate 30 June 2009 Media Port Investments Limited 184,039,141 - 184,039,141 On 30 September 2002, China Merchants Holdings (International) Company Limited (the “CMHI”, a listed company in Hong Kong) and Shenzhen South Oil (Group) Company Limited (the “SSOG”) entered into an agreement called the “Agreement on Cooperation and Development of Mawan Port” (the “Development Agreement”) to incorporate three joint ventures to construct and operate the berth 0#, 5#, 6#, 7# and 8# in Mawan Port. According to the Development Agreement, CMHI and the Group will incorporate an associated company (Note 8 (8)) Media Port Investments Limited (the “MPIL”) first with equal percentage of equity held respectively. MPIL then incorporates the abovementioned three joint ventures together with SSOG, at 60% and 40% equity interest therein respectively. The total investment by the shareholders in these three Mawan joint ventures amounts to RMB 1,200,000,000. In 2003, according to the arrangement under the Development Agreement, WHK, a subsidiary of the Company, provided an interest free shareholder’s loan of HKD 169,815,000 to MPIL, and MPIL then injected the amount to the three Mawan companies as their paid-in capital. In 2006, the interest free shareholder’s loan was increased by HKD 39,320,388 and the increment was paid to the three companies by MPIL as paid-in capital. As at 30 June 2009, the RMB equivalent of the shareholder’s loan amounted to RMB 184,039,141 (2008: RMB 184,039,141). The above long-term receivable is part of the substantial investment to associates and the exchange differences arising in current year was recorded in “Equity – Translation differences of foreign currency financial statements”.SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB unless otherwise stated) [English translation for reference only] - 34 - 8 Notes to the consolidated financial statements (continued) (7) Long term receivables(continued) The total investments by exceeding these three companies over their paid-in capital have been financed by bank loans. As at 30 June 2009, the total paid-in capital of these three Mawan companies was RMB 735,000,000. The shareholder’s loans to MPIL are unsecured, interest-free and have no fixed term of repayment. The Group has confirmed that it will not call for repayment of the loans within one year from balance sheet date. (8) Long-term equity investments 30 June 2009 31 December 2008 Associates (a) 290,862,933 268,934,883 Other long-term equity investments (b) 17,037,500 17,037,500 307,900,433 285,972,383 Less: Provision for impairment of long-term equity investments (c) (3,128,300) (3,128,300) 304,772,133 282,844,083 As at 30 June 2009, the long-term equity investments of the Group were not subject to restriction on disposal or remittance of return on investments. (a) Associates Investment in associates is set out below: Original investment cost 31 December 2008 Additional investment in current year Share of profit of associates Cash dividends by associates 30 June 2009 Shenzhen Cyber-harbour Network Co., Ltd 1,875,000 13,374,530 - 1,485,854 (3,750,000) 11,110,384 China Merchants Maritime & Logistics (Shenzhen) Ltd. 160,000,000 141,532,247 - (4,634,076) - 136,898,171 MPIL* 139,932 114,028,106 - 28,826,272 - 142,854,378 162,014,932 268,934,883 - 25,678,050 (3,750,000) 290,862,933SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB unless otherwise stated) [English translation for reference only] - 35 - 8 Notes to the consolidated financial statements (continued) (8) Long-term equity investments (continued) (a) Associate(continued) * The Company held 50% equity in MPIL, but has no conjunct right of control. Thus MPIL was treated as an associate of the Company. As stated in Note 8(7), the Company held 30% equity of the three Mawan Companies through MPIL. The particular of the associates are set out as below: 30 June 2009 For the six months wnded 30 June 2009 Place of registration Nature of business Registered capital interest held voting right held Total assets Total liabilities Revenue Net profit/(loss) Shenzhen Cyber-harbour Network Co., Ltd Shenzhen,PRC Computer net services RMB 5 million 37.5% 37.5% 36,697,915 8,063,539 18,802,940 3,962,277 China Merchants Maritime & Logistics (Shenzhen) Ltd. Shenzhen, PRC Warehousing RMB 400 million 40% 40% 1,244,211,419 901,965,990 47,654,356 (11,585,189) MPIL British Virgin Islands Investing USD 10 50% 50% HKD481,122,666 HKD418,318,899 - HKD(1,297) All above summary financial information of associates are extracted from their management accounts. The Group has applied the accounting policy of the Group to the results of the associates in equity accounting of the share of results of the associates. (b) Other long-term equity investment Name of investees 31 December 2008 & 30 June 2009 China Ocean Shipping Agency (Shenzhen) Company Limited 13,510,000 Shenzhen Petro-chemical Industry (Group) Company Limited. 3,500,000 Guangdong Guang Jian Group Company Limited 27,500 17,037,500 (c) Provision for impairment of long-term equity investments 31 December 2008 Movement in current year 30 June 2009 Other long-term equity investment -Shenzhen Petro-chemical Industry (Group) Company Limited (3,117,800) - (3,117,800) -Guangdong Guang Jian Group Company Limited (10,500) - (10,500) (3,128,300) - (3,128,300)SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB unless otherwise stated) [English translation for reference only] - 36 - 8 Notes to the consolidated financial statements (continued) (9) Investment property Buildings Land use rights Total Cost 31 December 2008 12,793,313 31,508,965 44,302,278 Current year additions - - - 30 June 2009 12,793,313 31,508,965 44,302,278 Accumulative depreciation/ amortisation 31 December 2008 3,435,814 11,817,511 15,253,325 Current year depreciation 136,891 306,883 443,774 30 June 2009 3,572,705 12,124,394 15,697,099 Net book value 30 June 2009 9,220,608 19,384,571 28,605,179 31 December 2008 9,357,499 19,691,454 29,048,953 (10) Fixed assets Harbor facilities warehouses, container yards and buildings machinery and equipments motor vehicles, cargo ships and tugboats other equipments Total Cost 31 December 2008 944,565,567 498,768,353 1,744,760,891 313,065,308 79,442,299 3,580,602,418 Transfer from construction in progress - 2,629,814 168,540 - - 2,798,354 Other current year additions 703,400 - 6,446,000 2,423,203 197,213 9,769,816 Current year disposals - (772,507) (2,356,911) (11,955,334) (1,144,096) (16,228,848) 30 June 2009 945,268,967 500,625,660 1,749,018,520 303,533,177 78,495,416 3,576,941,740 Accumulated depreciation 31 December 2008 187,128,128 159,000,382 732,726,072 127,091,756 51,922,004 1,257,868,342 Current year depreciation 8,572,815 9,793,838 49,204,255 13,033,161 6,230,791 86,834,860 Current year disposals - (471,292) (1,994,903) (10,762,012) (773,580) (14,001,787) 30 June 2009 195,700,943 168,322,928 779,935,424 129,362,905 57,379,215 1,330,701,415 Provision for impairment loss 31 December 2008 And 30 June 2009 (a) - 60,695,381 - 157,335 - 60,852,716 Net book value 30 June 2009 749,568,024 271,607,351 969,083,096 174,012,937 21,116,201 2,185,387,609 31 December 2008 757,437,439 279,072,590 1,012,034,819 185,816,217 27,520,295 2,261,881,360SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB unless otherwise stated) [English translation for reference only] - 37 - 8 Notes to the consolidated financial statements (continued) (10) Fixed assets (continued) (a) In 2007, the Group planned to relocate part of the general cargo business and facilities to Dongguan Machong Port, and made certain impairment provision of certain demolition for related warehouses, container yards and buildings accordingly. As at 30 June 2009, the management of the Group considered that impairment provision against the fixed assets were sufficient. As at 30 June 2009, buildings, machinery and equipment with a net book value of approximately RMB 2,771,898 (Cost: RMB 32,831,967) were idle. At 30 June 2009, the buildings and equipments with carrying amounts of approximately RMB 45,302,811 and cost of RMB 453,028,110 were fully depreciated but still in use (31 December 2008: carrying amounts: RMB 35,399,058; cost: RMB 353,990,575). As at 30 June 2009, ownership certificates of buildings (“Buildings ownership Certificates”) for certain buildings of the Group with carrying amounts of approximately RMB 28,272,299 (cost: RMB 53,604,354) had not yet been obtained by the Group because the official certificates of the lands on which these buildings located had not been obtained (Note 8(12)). For the six months ended 30 June 2009, depreciation expenses of RMB 81,960,395 (Jan.-Jun.2008: RMB 85,697,359) and RMB 4,874,465 (Jan.-Jun.2008: RMB 5,207,660) were charged to cost of revenue and general and administrative expenses, respectively.SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB unless otherwise stated) [English translation for reference only] - 38 - 8 Notes to the consolidated financial statements (continued) (11) Construction in progress Name of projects Budget 31 December 2008 Current year additions Transfer to fixed assets during the current year Other reduction 30 June 2009 Sources of fund Percentage of completion Land formation and dredging projects for berth 2# - 3# at Machong Port 204,758,600 167,229,133 12,694,518 179,923,651 Self Funding 87.9% Berth 2# and 3#, Machong Port 448,793,200 104,334,331 22,826,821 127,161,152 Loan 28.3% Converting diesel-powered RTG engines into electric ones 67,000,000 101,888 23,366,260 23,468,148 Self Funding 35.0% MQ2535/4025 RTGs 61,500,000 13,500,000 6,687,000 20,187,000 Self Funding 32.8% Berth 4# - 5#, Machong Port 10,580,000 3,613,592 - 3,613,592 Self Funding 34.2% Center for handling documents 3,120,349 1,472,394 1,157,420 (2,629,814) - Self Funding - Others - 11,096,726 918,453 (168,540) 11,846,639 Self Funding - 301,348,064 67,650,472 (2,798,354) 366,200,182 Borrowing costs for the related construction for berth 2# - 5# at Machong Port of RMB 346,478 were capitalized during the year at an average interest rate of 4.78% (2008: 5.02% - 6.72%).SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB unless otherwise stated) [English translation for reference only] - 39 - 8 Notes to the consolidated financial statements (continued) (12) Intangible assets Original cost 31 December 2008 Current year additions Current year reductions Current year amortization 30 June 2009 Accumulative amortization Land use rights – prepaid under lease (a) 1,419,159,549 1,054,401,763 - - (17,595,069) 1,036,806,694 (382,352,855) Land use rights– purchased 53,044,889 18,666,177 33,701,700 - (685,240) 51,682,637 (1,362,252) Computer software 18,595,657 2,043,128 307,000 - (418,111) 1,932,017 (16,663,640) 1,490,800,095 1,075,111,068 34,008,700 - (18,698,420) 1,090,421,348 (400,378,747) As at 30 June 2009, there was no need to make any impairment provision against the intangible assets of the Group.SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB unless otherwise stated) [English translation for reference only] - 40 - 8 Notes to the consolidated financial statements (continued) (12) Intangible assets (continued) The land use rights of the Group were mainly composed of: (a) Group has leased from Nanshan Group several plots of land with a total area of 752,699 sq. meters within Chiwan port for a lease term of 20 - 50 years with up-front payments of RMB 684,453,783 made. The lands were injected by Shenzhen Investment Holding Corporation in 1982 as part of the consideration in acquiring the equity interests of Nanshan Group. As the PRC laws prevailing at that time did not provide for a mechanism for the issuance of official certificates of the land use rights, Nanshan Group has not obtained the land use right certificates of the leased land so far. In June 2003 and September 2004, CCT entered into a land use agreement with Nanshan Group and leased two plots of land, one with an area of 117,827.2 square meters for 40.5 years and the other with an area of 171,089.478 square meters for 39 years, at the consideration of RMB 271,002,558 and RMB 444,832,643 respectively. Also no official certificates for such lands were obtained by Nanshan Group. Nanshan Group issued irrevocable and unconditional letters of indemnity to the Group in March 2001, June 2003 and September 2004, undertaking to indemnify the Group against any losses arising from or in connection with the leased land use rights. The directors of the Company therefore considered there was no impairment risk nor any contingent liabilities related to the above assets.SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB unless otherwise stated) [English translation for reference only] - 41 - 8 Notes to the consolidated financial statements (continued) (13) Goodwill 31 December 2008 & 30 June 2009 CCT 10,858,898 The goodwill arose from the acquisition of the minority interests in CCT, being the difference of the additional cost of investment and the Group’s share of the fair value of the identifiable net assets in CCT. Goodwill is tested for impairment annually. As at 30 June 2009, the recoverable amount of the asset group with goodwill was higher than its carrying value, the Group therefore assessed that there was no need for any impairment against the goodwill. (14) Long-term prepaid expenses 30 June 2009 31 December 2008 Construction expenditure of Tonggu sea-route (a) 61,793,143 62,715,428 Improvement to fixed assets under operating leases 2,888,769 2,938,364 Qianhai yard 2,696,791 - Golf membership 576,529 700,164 Building decoration 178,355 365,675 Others 613,333 905,660 68,746,920 67,625,291SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB unless otherwise stated) [English translation for reference only] - 42 - 8 Notes to the consolidated financial statements (continued) (14) Long-term prepaid expenses(continued) (a) In 2007, the Shenzhen municipal government commenced the construction work of the public sea route connecting Tonggu sea route, Shekou port area, Chiwan port area, Mawan prot area, Qianhaiwan port area and Dachanwan port area (“Tonggu Sea Route”). As required by a decision by the government, 60% of construction expenditure would be allocated to the port operators while the remaing 40% born by the government. The port operators in Western Shenzhen port areas were allocated 35% of the total expenditure, and subsequently agreed the portion to each operator, taking into accounts of the factors including the function, waterfront length, berthing ship of each porter etc. The total expenditure of RMB 64,560,000 were allocated to the Group and accounted for as Long term prepaid expenses, being amortized on a straight line basis over 35 years which is the expected useful live of Tonggu Sea Route starting from 2008 when the Tonggu Sea Route was ready for use. (15) Long-term prepayment In March 2006, the Company entered into the agreement of “Frame contract for cooperation on usage of quay and land for berth 2# & 5# at Machong Port in Dongguan” with Dongguan Humen Port Administration Commission to purchase a land with an area of 800,000 square meters and area of water with depth of 700 meters from the front of terminal, together with the use right of 1,200 meters coast line, for berth 2# to berth 5# in Dongguan Machong Port at a consideration of RMB 260,000,000. Up to 30 June 2009, the Company has paid the first three instalments of the consideration. As parts of land and water area have not been made available for use by the Company, the relevant payments were therefore recognized as Long-term prepayment. (16) Provision for impairment of assets 31 December Current year reduction 2008 Current year addition Reverse Utilized 30 June 2009 Bad debt provisions (Note 8(3)) 4,813,714 - (651,536) - 4,162,178 Provision for declines in the value of inventories (Note 8(5)) 2,756,073 - - - 2,756,073 Provision for impairment of long-term equity investments (Note 8(8)) 3,128,300 - - - 3,128,300 Provision for impairment of fixed assets (Note 8(10)) 60,852,716 - - - 60,852,716 71,550,803 - (651,536) - 70,899,267SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB unless otherwise stated) [English translation for reference only] - 43 - 8 Notes to the consolidated financial statements (continued) (17) Short-term borrowings 30 June 2009 31 December 2008 Bank loans - unsecured 627,440,000 829,840,000 The weighted average interest rate of the short-term borrowings in 2009 was 2.55% per annum (2008: 4.27%). The currency of listed load is all Hong Kong dollar .As at 30 June 2009, the balance of short-term bank loan was HKD 713,000,000. (18) Notes payable 30 June 2009 31 December 2008 Bank acceptance notes 2,610,870 8,681,000 (19) Accounts payable As at 30 June 2009, except for the amount due to Nanshan Group (Note 10(4)), the Group did not have any other balances which were due to parties having 5% or above shareholdings in the Company. As at 30 June 2009, accounts payable with aging over 1 year amounting to RMB5,876,559 (31 December 2008: RMB3,761,241) were mainly payable for construction and project management services. As the related construction projects have not been completed yet, the accounts have not been settled. The following balances are denominated in foreign currency: 30 June 2009 31 December 2008 Original currency Exchange rate RMB equivalent Original currency Exchange rate RMB equivalent USD 263,264 6.83 1,798,093 262,624 6.83 1,793,722 HKD 669,902 0.88 589,514 91,365 0.88 80,401 2,387,607 1,874,123 (20) Advances from customers As at 30 June 2009, the advances from customers all aged within 1 year, and the Group did not have any balances which were due to parties having 5% or above shareholdings in the Company.SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB unless otherwise stated) [English translation for reference only] - 44 - 8 Notes to the consolidated financial statements (continued) (21) Employee benefits payable 31 December 2008 Current year additions Current year reductions 30 June 2009 Wages and salaries, bonuses, allowances and subsidies 33,232,452 52,701,279 (69,794,755) 16,138,976 Staff welfare - 3,613,315 (3,613,315) - Social security contributions 23 8,529,589 (8,526,061) 3,551 Defined contribution plan 1,940 3,439,470 (3,372,208) 69,202 Housing funds - 5,662,755 (5,662,755) - Labor union and employee education funds 6,046,994 2,950,455 (1,465,328) 7,532,121 Others 5,350 - (5,350) - 39,286,759 76,896,863 (92,439,772) 23,743,850 On 3 June 2008, the Group participated a group defined contribution plan of Nanshan Group approved by Shenzhen government. The above pension contributions were paid into the plan through Nanshan Group. (22) Dividends payable 30 June 2009 31 December 2008 International Enterprise Co., Ltd. 145,878,767 150,758,786 Hidoney Developments Co., Ltd. 110,672,662 120,607,029 Public A share 47,032,700 - Public B share 89,947,715 - NanShan Group 185,401,450 - 578,933,294 271,365,815 As at 30 June 2009, the balances were payable to the minority shareholders of CCT, one of subsidiary of the companies and the company, being dividends declare for 2008. (23) Taxes payable 30 June 2009 31 December 2008 Enterprise income tax payable 13,042,621 19,652,512 Withholding tax payable - 3,356,435 Value-added-tax payable 91,183 205,464 Business tax payable 2,614,893 3,640,655 Others 1,320,589 1,030,365 17,069,286 27,885,431SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB unless otherwise stated) [English translation for reference only] - 45 - 8 Notes to the consolidated financial statements (continued) (24) Other payables 30 June 2009 31 December 2008 Refunds of Harbor Construction Fee (a) 60,253,349 47,489,659 Security expense payable 11,736,039 11,491,195 Relocation compensation for subway (b) 10,442,469 10,616,709 Temporary receipts 4,021,988 9,272,222 Temporary receipts of fixed assets disposal - 7,670,000 Deposits received 3,597,536 2,682,085 Payable for security system - 2,424,860 Audit fee payable - 1,650,000 Rental payable 2,216,667 1,490,000 Due to employees 3,739,679 1,469,110 Service fees 218,789 392,432 Due to Nanshan Group (Note10(4)) 351 7,215 Others 13,494,964 7,980,333 109,721,831 104,635,820 (a) The amount was refunds of Port Construction Fee received by the Company and CCT from Shenzhen Communication Bureau. According to the related circular “Port construction fee supervising method“ issued by the Ministry of Finance, the use of the refunds should be controlled strictly and separately for port facility construction. (b) The amount was unutilised compensation awarded by Shenzhen Nanshan District government through Nanshan Group pursuant to document SNDTCZ[2008]008# for stacking yards relocation due to municipal railway construction. The balances will be used to offset the expenses occurred in the future stacking yards relocation. As at 30 June 2009, except for the amount due to Nanshan Group, the Group did not have any other payables which were due to parties having 5% or above shareholdings in the Company. As at 30 June 2009, other payables with aging over 1 year is Nill (2008: RMB 2,424,860). The following balances are dominated in foreign currency: 30 June 2009 31 December 2008 Original currency Exchange rate RMB equivalent Original currency Exchange rate RMB equivalent USD 107,836 6.83 736,520 25,835 6.83 176,453 HKD 694,851 0.88 611,469 197,270 0.88 173,598 1,347,989 350,051SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB unless otherwise stated) [English translation for reference only] - 46 - 8 Notes to the consolidated financial statements (continued) (25) Deferred revenue 31 December 2008 - the portion of current liabilities 4,951,750 - the portion of non-current liabilities 69,737,144 74,688,894 Current year reduction (2,475,875) Less: the portion of current liabilities (4,951,750) 30 June 2009 67,261,269 Residual useful years 14-15 years Deferred revenue is amortised on a straight-line basis over the expected beneficial period of 20 years and is presented at cost net of accumulated amortisation. (26) Long-term borrowings 30 June 2009 31 December 2008 Bank borrowings(a) - unsecured 404,800,000 404,800,000 Others (Note 10(3)) - - 404,800,000 404,800,000 Less: current portion of long-term borrowings - - 404,800,000 404,800,000 Long-term borrowings are analysed by banks as follows: 30 June 2009 31 December 2008 Nanyang Commercial Bank 404,800,000 404,800,000 404,800,000 404,800,000 Long-term borrowings are repayable as follows: 30 June 2009 31 December 2008 Within 1 year - - 1 to 2 years 404,800,000 404,800,000 404,800,000 404,800,000SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB unless otherwise stated) [English translation for reference only] - 47 - 8 Notes to the consolidated financial statements (continued) (26) Long-term borrowing(continued) The weighted average interest rate of the long-term borrowings in 2009 was 2.03% per annum. (2008: 4.99%) (a) Bank borrowings - unsecured As at the 30 June 2009 included, the balance of bank borrowings was HKD460,000,000 from Nanyang Commercial bank, and was repayable within 2 years. Bank borrowing HKD230,000,000 by Chiwan Wharf Holding (H.K.) Limited was secured by a standby letter of credit of HKD 230,000,000 issuer by China Minsheng Bank Corp. Ltd.; on the application by the Company was guaranted 55% of bank borrowing of HKD 80,000,000 (HKD 44,000,000) obtained by CCT was guaranted by the Company. (b) Undrawn committed borrowing facilities The Group has the following undrawn committed borrowing facilities as at 30 June 2009: Expiring within 1 year 3,249,390,000 Expiring in 1 to 2 years 850,000,000 Expiring in 2 to 3 years 573,600,000 Expiring more than 3 years - 4,672,990,000 As most of the bank borrowings as at 30 June 2009 were repayable within the next 12 months, the Group had net current liabilities of RMB569,031,553. The directors of the Company are confident that the Group can roll over the current borrowings and has sufficient bank borrowing facilities and other financial resources to repay bank borrowings when they fall due. Therefore, the financial statements of the Group are prepared on going concern basis. (27) Deferred tax assets and deferred tax liabilities (a) Deferred tax assets 30 June 2009 31 December 2008 Deferred tax assets Deductible temporary difference Deferred tax assets Deductible temporary difference Provision for asset impairment 15,011,383 65,509,095 15,011,383 65,509,095 Annual bonus and long-term bonus for motivation 3,213,108 20,019,857 5,679,957 32,354,102 Depreciation of fixed assets 8,343,784 34,700,933 8,343,784 34,700,933 Compensation for Pingnan railway 2,605,302 13,026,510 3,473,736 17,368,682 Others 624,546 3,122,730 471,245 2,356,225 29,798,123 136,379,125 32,980,105 152,289,037SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB unless otherwise stated) [English translation for reference only] - 48 - 8 Notes to the consolidated financial statements (continued) (27) Deferred tax assets and deferred tax liabilities(continued) (b) Deferred tax liabilities 30 June 2009 31 December 2008 Deferred tax liabilities Taxable temporary difference Deferred tax liabilities Taxable temporary difference Change in fair value of available for sale financial instruments 1,046,000 5,230,000 864,000 4,320,000 1,046,000 5,230,000 864,000 4,320,000 (28) Share capital 31 December 2008 Current year addition Current year reduction 30 June 2009 Shares with restriction on disposal: State and PRC legal person shares (Note 1) 324,316,070 - (324,316,070) - Shares held by senior management 292,842 - - 292,842 Including: PRC public shares 78,495 - - 78,495 Including: Domestically listed foreign shares 214,347 - - 214,347 Total of shares with restriction on disposals 324,608,912 - (324,316,070) 292,842 Shares without restriction on disposals: PRC public shares 140,473,735 324,316,070 - 464,789,805 Domestically listed foreign shares 179,681,083 - - 179,681,083 Total of shares without restriction on disposals 320,154,818 324,316,070 - 644,470,888 Total 644,763,730 324,316,070 (324,316,070) 644,763,730SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB unless otherwise stated) [English translation for reference only] - 49 - 8 Notes to the consolidated financial statements (continued) (28) Share capital(continued) 31 December 2007 Current year addition Current year reduction 31 December 2008 Shares with restriction on disposal: State and PRC legal person shares (Note 1) 347,559,485 - (23,243,415) 324,316,070 Shares held by senior management 178,217 133,169 (18,544) 292,842 Including: PRC public shares 97,039 - (18,544) 78,495 Including: Domestically listed foreign shares 81,178 133,169 - 214,347 Total of shares with restriction on disposals 347,737,702 133,169 (23,261,959) 324,608,912 Shares without restriction on disposals: PRC public shares 117,211,776 23,261,959 - 140,473,735 Domestically listed foreign shares 179,814,252 - (133,169) 179,681,083 Total of shares without restriction on disposals 297,026,028 23,261,959 (133,169) 320,154,818 Total 644,763,730 23,395,128 (23,395,128) 644,763,730SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB unless otherwise stated) [English translation for reference only] - 50 - 8 Notes to the consolidated financial statements (continued) (29) Capital surplus 31 December 2008 Current year addition Current year reduction 30 June 2009 Capital premium 142,786,083 - - 142,786,083 Other capital surplus Change in fair value of available-for-sale financial assets -Total (Note 8(7)) 4,320,000 910,000 - 5,230,000 -Deferred tax liabilities(Note 8(27)) (864,000) - (182,000) (1,046,000) Change in fair value of hedging instrument of CCT (a) -Total - - - - -Deferred tax liabilities - - - - Transfer from the balance of capital surplus recognised under previous accounting system (b) (2,781,133) - - (2,781,133) Others 709,605 - - 709,605 144,170,555 910,000 (182,000) 144,895,555 31 December 2007 Current year addition Current year reduction 31 December 2008 Capital premium 142,786,083 - - 142,786,083 Other capital surplus Change in fair value of available-for-sale financial assets -Total (Note 8(7)) 9,400,000 - (5,080,000) 4,320,000 -Deferred tax liabilities(Note 8(27)) (1,692,000) - 828,000 (864,000) Change in fair value of hedging instrument of CCT (a) -Total 21,702,541 - (21,702,541) - -Deferred tax liabilities (1,514,837) - 1,514,837 - Transfer from the balance of capital surplus recognised under previous accounting system (b) (2,781,133) - - (2,781,133) Others 676,556 - 33,049 709,605 168,577,210 - (24,406,655) 144,170,555SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB unless otherwise stated) [English translation for reference only] - 51 - 8 Notes to the consolidated financial statements (continued) (29) Capital surplus (continued) (a) The fair value change of the hedge instrument of CCT (Note 8(6)) and the deferred tax liabilities (Note 8(27)) were recognized in capital surplus by the Group in the proportion of 55%, the proportion of equity interest in CCT held by the Group. (b) Balances of capital surplus recognized under previous accounting system mainly include: - During 2003 to 2005, the Group provided shareholder’s loan of RMB 100,000,000 to Mawan companies. According to related circular CK(2001)64 regarding accounting treatment of sales of assets between related parties issued by the Ministry of Finance, that part of interest received that exceeded the market interest rate of RMB 7,124,745 was recorded in capital surplus. - On 1 January 2006, CCT changed its recording currency from Hong Kong dollar to Renminbi yuan. According to the relevant PRC regulations, the exchange differences arising from translation of foreign capital and other equity accounts are recorded in capital surplus. The Group debited the portion of CCT’s capital and other equity accounts of RMB 10,086,842, calculated based on the proportion of equity interest the Group held in CCT, to capital surplus. (30) Surplus reserve 31 December 2008 Current year additions Current year reductions 30 June 2009 Statutory surplus reserve 355,134,736 - - 355,134,736 Discretionary surplus reserve - - - - 355,134,736 - - 355,134,736 31 December 2007 Current year additions Current year reductions 31 December 2008 Statutory surplus reserve 394,710,655 142,010,813 (181,586,732) 355,134,736 Discretionary surplus reserve 699,406,238 - (699,406,238) - 1,094,116,893 142,010,813 (880,992,970) 355,134,736SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB unless otherwise stated) [English translation for reference only] - 52 - 8 Notes to the consolidated financial statements (continued) (30) Surplus reserve(continued) In accordance with the Company Law and the Company’s Articles of Association, the Company should appropriate 10% of net profit for the year to the statutory surplus reserve, the Company can cease appropriation when the statutory surplus reserve accumulated to more than 50% of the paid in capital. The statutory surplus reserve can be used to make up for the loss or increase the paid in capital after approval. The Company appropriates discretionary surplus reserve after shareholders’ meeting approves the Board of Director’s proposal. The discretionary surplus reserve can be used to make up for the loss or increase the paid in capital after approval. Pursuant to a resolution of the Board of Directors meeting dated 8 April 2008 and the approval of the shareholders’ meeting dated at 29 May 2008, the Company utilized surplus reserve as at 31 December 2006, including discretionary surplus reserve of RMB 699,406,238 and statutory surplus reserve of RMB 181,586,732 to offset the deficit of RMB 880,992,970 of the Company after the retrospective adjustments of the first-time adoption of CAS. Meanwhile, the hareholders’ meeting resolved to approve the Board of Directors’ proposal to appropriate 10% of the net profit RMB 97,107,200 for the year ended 31 December 2007 to the statutory surplus reserve and no appropriation to discretionary surplus reserve for the year ended 31 December 2007. The appropriations have been recorded in the financial statements for the year ended 31 December 2008, the year when the shareholders’ meeting approved the proposal. According to a resolution of the Board of Directors meeting dated 9 April 2009, the Company appropriated 10% of net profit for the year 2008 to the statutory surplus reserve with an amount of RMB 44,903,613 and appropriate no discretionary surplus reserve. (31) Profit distribution In accordance with a resolution at the Board of Directors meeting dated 9 April 2009, the Board of Directors proposed dividend of RMB 5.00 for each 10 shares of the issued shares as at 31 December 2008 which was 644,763,730 in total, with an aggregated amount of RMB 322,381,865. The proposed dividend is yet to be approved by the annual general meeting of the shareholders, and has been recorded as liability in this set of financial statements.SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB unless otherwise stated) [English translation for reference only] - 53 - 8 Notes to the consolidated financial statements (continued) (32) Minority Interests Minority Interests attributing to minority interests: 30 June 2009 31 December 2008 International Enterprise Co., Ltd. 365,964,045 317,996,128 Hidoney Developments Co., Ltd. 292,771,236 254,396,902 658,735,281 572,393,030 International Enterprise Co., Ltd and Hidoney Developments Co., Ltd hold 25% and 20% equity in CCT, respectively. (33) Revenue and cost of sales Jan.-Jun.2009 Jan.-Jun.2008 Revenue from main operations 690,973,171 945,887,500 Revenue from other operations 23,384,969 30,092,951 714,358,140 975,980,451 Jan-Jun.2009 Jan-Jun.2008 Cost of main operations 336,432,750 377,690,454 Cost of other operations 5,271,433 6,239,394 341,704,183 383,929,848 (a) Revenue and cost from main operations: Jan.-Jun.2009 Jan.-Jun.2008 Revenue Cost Revenue Cost Loading and unloading services 612,395,512 288,238,773 867,119,336 339,810,353 Transportation service 96,006,908 68,224,145 102,025,720 64,570,359 Agency and others services 2,600,919 - 3,432,702 - Elimination (20,030,168) (20,030,168) (26,690,258) (26,690,258) 690,973,171 336,432,750 945,887,500 377,690,454 The service income from the top 5 customers with aggregate amount of RMB 447,313,484 (Jan-Jun.2008: RMB 585,027,090) accounted for 64.7% (Jan-Jun.2008: 61.8%) of the Group’s total revenue from main operation in Jan-Jun.2009.SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB unless otherwise stated) [English translation for reference only] - 54 - 8 Notes to the consolidated financial statements (continued) (33) Revenue and cost of sales(continued) (b) Other revenue and cost Jan.-Jun.2009 Jan.-Jun.2008 Revenue Cost Revenue Cost Other logistic services in port 3,493,280 808,553 7,996,030 1,224,653 Lease income 7,256,445 1,554,909 7,789,517 1,459,418 Security fee 4,760,147 - 5,955,696 - Deferred revenue 2,475,875 2,646,250 Agency fee 2,168,896 936,041 2,328,894 1,101,974 Containers management fee 985,300 - 1,382,500 - Sales of material 430,636 - 727,659 - Parking lot income 377,499 708,521 473,285 843,145 Documentation fee 258,789 - 358,484 - Others 1,178,102 1,263,409 434,636 1,610,204 23,384,969 5,271,433 30,092,951 6,239,394 (34) Tax and surcharges Jan.-Jun.2009 Jan.-Jun.2008 Business tax 24,394,461 33,066,387 City maintenance and construction tax 263,312 282,530 Educational surcharge 38,552 38,113 Others 170,292 337,976 24,866,617 33,725,006 (35) Finance expenses – net Jan.-Jun.2009 Jan.-Jun.2008 Interest expenses -Interests on borrowings 12,700,809 26,023,286 Less: interest income (3,319,655) (4,513,891) Exchange gains 680,905 (6,479,585) - Exchange gains from operating activities 680,905 (1,219,085) - Exchange gains from hedging activities - (5,260,500) Others 476,729 35,638 10,538,788 15,065,448SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB unless otherwise stated) [English translation for reference only] - 55 - 8 Notes to the consolidated financial statements (continued) (36) Impairment losses Jan.-Jun.2009 Jan.-Jun.2008 Impairment losses for bad debts (651,536) - Impairment losses on fixed asset - - Impairment losses on long-term investment - - (651,536) - (37) Investment income Jan.-Jun.2009 Jan.-Jun.2008 Income from available-for-sale financial assets - - Share of profit of investees under equity method of accounting (Note 8 (8(a))) 25,678,050 51,566,710 Profit/cash dividends declared by investees under cost method of accounting 7,270,550 - income from sales of subsidiary (1,741,108) - 31,207,492 51,566,710 (38) Non-operating income and expenses (a) Non-operating income Jan.-Jun.2009 Jan.-Jun.2008 Gain on disposal of intangible assets - - Gain on disposal of fixed assets 6,702,553 429,978 Others 1,133,730 63,940 7,836,283 493,918 (b) Non-operating expenses Jan.-Jun.2009 Jan.-Jun.2008 Loss on disposal/scrapping of fixed assets 97,859 758,148 Donation 61,000 820,800 Penalty expenses 28,850 1,800 Others 162,714 29,747 350,423 1,610,495SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB unless otherwise stated) [English translation for reference only] - 56 - 8 Notes to the consolidated financial statements (continued) (39) Income tax expenses Jan.-Jun.2009 Jan.-Jun.2008 Current income tax 33,061,710 41,747,937 Deferred income tax 3,181,983 3,155,229 36,243,693 44,903,166 The reconciliation from income tax calculated based on applicable tax rate and total profit presented in the consolidated financial statements to the income tax expenses is as follows: Jan.-Jun.2009 Jan.-Jun.2008 Profit before income tax 327,514,639 528,450,776 Income tax calculated at the applicable tax rate of 20% (2008: 18%) 65,502,928 95,121,140 Effect of different tax rate in other tax jurisdictions (9,524) (2,048) Tax losses of subsidiaries for which no deferred income tax asset as recognised 209,608 483,840 Effect of tax holidays (24,423,891) (41,417,758) Income not subject to tax (6,241,498) (9,282,008) Income tax of overseas participation in profit 1,206,070 Expenses not deductible for tax purposes - - Income tax expenses 36,243,693 44,903,166 (40) Earning per share (a) Earnings per share - basic Basic earning’s per share is calculated by dividing the profit attributable to shareholders of the Company by the weighted average number of ordinary shares in issue. Jan.-Jun.2009 Jan.-Jun.2008 Consolidated profit attributable to shareholders of the Company 200,144,439 330,964,205 Weighted average number of ordinary shares in issue 644,763,730 644,763,730 Basic earnings per share 0.310 0.513SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB unless otherwise stated) [English translation for reference only] - 57 - 8 Notes to the consolidated financial statements (continued) (40) Earning per share(continued) (b) Earnings per share - diluted The Company had not potential dilutive outstanding equity instruments issued as at 30 June 2009 and 2008, accordingly the diluted earnings per share are the same as the basic ones. (41) Comprehensive income Jan.-Jun.2009 Jan.-Jun.2008 Available-for-sale financial assets the market value of the assets cause gains/(losses) 910,000 (4,490,000) Hedging instrument Gains/losses of effective hedging in current period - (7,245,666) Tax effects on the above-mentioned comprehensive income (182,000) 1,296,558 Total 728,000 (10,439,108) Comprehensive income was gains and losses non-recognized by the Company. Impact on income tax of Comprehensive income Jan.-Jun.2009 amount (before tax) Tax effects amount (after tax) Available-for-sale financial assets 910,000 (182,000) 728,000SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB unless otherwise stated) [English translation for reference only] - 58 - 8 Notes to the consolidated financial statements (continued) (42) Notes to consolidated cash flow statements (a) Reconciliation from the net profit to the cash flows from operating activities Jan.-Jun.2009 Jan.-Jun.2008 Net profit 291,270,946 483,547,610 Add: Provisions for assets impairment (651,536) - Depreciation of fixed assets 86,971,751 91,053,369 Amortisation of intangible assets 18,955,407 19,813,578 Amortisation of long-term prepaid expenses 1,977,279 (786,347) (Gains)/losses on disposal of fixed assets and intangible assets (6,604,694) 328,180 Losses on scrapping of fixed assets - - Finance (income)/expenses 11,625,664 26,733,837 Investment income (31,207,491) (51,566,710) Increase in deferred tax assets 3,181,982 4,026,298 Increase in inventories 253,052 (3,068,024) Increase in operating receivables (59,488,948) (14,389,722) (Decrease)/increase in operating payables (22,218,477) (8,791,839) Net cash flows from operating activities 294,064,935 546,900,230 (b) Net increase/(decrease) in cash and cash equivalents Jan.-Jun.2009 Jan.-Jun.2008 Cash at end of year 594,205,455 796,356,248 Less: cash at beginning of year 641,475,910 781,587,534 Net (decrease)/increase in cash (47,270,455) 14,768,714SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB unless otherwise stated) [English translation for reference only] - 59 - 8 Notes to the consolidated financial statements (continued) (42) Notes to consolidated cash flow statements (c) Cash and cash equivalents Jan.-Jun.2009 Jan.-Jun.2008 Cash at bank and on hand - Cash on hand 33,900 14,372 - Cash at bank 592,725,383 795,497,040 - Other cash balances 1,446,172 844,836 Cash and cash equivalents 594,205,455 796,356,248 (d) Disposal subsidiary On 5 Jun. 2009(“disposal day”), the Company transferred all equities of Shenzhen Chiwan Oriental Logistics Co., Ltd. to CND (Group) Co., Ltd. The financial data of such company on the disposal date is bellows: Amount Disposal price 4,917,694 Disposal of cash and cash equivalent received 4,917,694 Less: cash and cash equivalent held by Oriental Logistics (2,955,699) Disposal of net cash received 1,961,995 Total owners' equity of Shenzhen Chiwan Oriental Logistics Co., Ltd. Disposal day 31 December 2008 Current assets 3,599,393 5,286,403 Non-current assets 3,127,856 2,749,620 Current liabilities (68,446) (895,265) Non-current liabilities - - Total 6,658,803 7,140,758 Revenue、costs and expenses、Profit of Shenzhen Chiwan Oriental Logistics Co., Ltd. From 1 Jan 2009 to Disposal day is below: Amount Revenue 420,596 Less:costs and expenses (902,551) Total profit (481,955) Less: Income tax (expenses)/ income - Net profit (481,955)SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB unless otherwise stated) [English translation for reference only] - 60 - 9 Segment information The Company’s management team shall go through the internal report of the Group regularly to evaluate operating results of each integral part in the Group and determine resource allocation to them. Based on these, business segment is recognized. The Company’s management team shall consider the Group’s operating status from the following two aspects respectively, i.e., type of business and regions providing business services. In business, the management shall make appraisal to business performance of operations such as loading and unloading operation, transport operation, agency and other services. Furthermore, the management also shall examine and check business performance of agency and other services that it is obtained in China mainland and Hong Kong. The transfer price between segments shall be determined based on the market price. The expenses attributable to each segment indirectly shall be distributed among segments in the light of income ratio. Segment information for the six months as of 30 June 2009 and as at 30 June 2009 Load and unload operation Transportation Agency service and others Elimination Total Revenue 635,163,208 96,370,824 3,015,456 (20,191,348) 714,358,140 Including: revenue from external customers 635,163,208 76,179,476 3,015,456 - 714,358,140 Inter-segment revenue - 20,191,348 - (20,191,348) - Operating expenses 347,593,293 75,123,827 2,787,080 (20,191,348) 405,312,852 Segment profit 287,569,915 21,246,997 228,376 - 309,045,288 Less: unallocated expenses (20,224,001) Add: share of profit of associates 28,826,272 (3,148,222) 25,678,050 Add: other investment income 5,529,442 5,529,442 Operating profit 316,396,187 21,246,997 2,609,596 320,028,779 Segment assets 4,548,380,262 225,314,065 162,312,566 (34,723,702) 4,901,283,191 Including: investment in associates 326,893,518 - 148,008,555 474,902,073 Add: unallocated assets 282,742,381 Total assets 4,548,380,262 225,314,065 162,312,566 (34,723,702) 5,184,025,572 Segment liabilities 252,817,033 19,200,608 26,380,187 (34,723,702) 263,674,126 Add: unallocated liabilities 1,627,861,244 Total liabilities 252,817,033 19,200,608 26,380,187 (34,723,702) 1,891,535,370 Depreciation and amortization 95,982,414 11,690,723 231,300 107,904,437 Loss on asset impairment (651,536) - - (651,536) Capital expenditures 122,360,603 11,070,666 1,267,353 134,698,622SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB unless otherwise stated) [English translation for reference only] - 61 - 9 Segment information(continued) Segment information for the six months as of 30 June 2008 and as at 30 June 2008 Load and unload operation Transportation Agency service and others Elimination Total Revenue 895,598,498 103,697,291 3,945,316 (27,260,654) 975,980,451 Including: revenue from external customers 895,598,498 76,436,637 3,945,316 975,980,451 Inter-segment revenue 27,260,654 (27,260,654) - Operating expenses 408,346,997 74,733,461 2,862,104 (27,260,654) 458,681,908 Segment profit 487,251,501 28,963,830 1,083,212 - 517,298,543 Less: unallocated expenses (39,297,900) Add: share of profit of associates 55,150,736 - (3,584,026)- - 51,566,710 Add: other investment income - - - - - Operating profit 542,402,237 28,963,830 (2,500,814) - 529,567,353 Segment assets 4,933,039,541 252,024,127 187,897,738 (72,557,303) 5,300,404,103 Including: investment in associates 310,890,382 - 156,504,502 - - 467,394,884 Add: unallocated assets 179,966,034 Total assets 4,933,039,541 252,024,127 187,897,738 (72,557,303) 5,480,370,137 Segment liabilities 299,476,736 29,926,771 40,440,666 (72,557,303) 297,286,870 Add: unallocated liabilities 2,002,469,773 Total liabilities 299,476,736 29,926,771 40,440,666 (72,557,303) 2,299,756,643 Depreciation and amortization 99,300,253 10,710,186 70,161 110,080,600 Loss on asset impairment - - - - Capital expenditures 123,563,200 31,622,419 1,477,201 156,662,820SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB unless otherwise stated) [English translation for reference only] - 62 - 9 Segment information(continued) For the six months as of 30 June 2009, total revenue of foreign transaction obtained by the Group from China mainland, other areas and countries, and the Group’s total non-current assets except for financial assets and deferred income tax assets in China mainland, other areas and countries as at 30 June 2009 are as follows: 2009 2008 For the six months ended 30 June 2009 30 June 2009 For the six months ended 30 June 2008 30 June 2008 Revenue Non-current assets Revenue Non-current assets Mainland PRC 712,912,982 4,007,713,349 974,543,367 4,042,259,073 Hong Kong 1,445,158 326,915,675 1,437,084 310,781,800 Total 714,358,140 4,334,629,024 975,980,451 4,353,040,873 Total operating revenue of labor from the top five clients come down loading and unloading business is RMB 447,313,484, accounting for 62.6% of total revenue of the Group. 10 Related parties and related party transactions (1) The parent company and subsidiaries The general information of the subsidiaries is set out in Note 7. (a) General information of the parent company Place of registration Nature of business Nanshan Group Shenzhen Land development, port service and transportation, industry and commerce, tour, real estate and others (b) Registered capital and changes in registered capital of the parent company 31 December 2008 Current year additions Current year decreases 30 June 2009 Nanshan Group 500,000,000 - - 500,000,000 (c) The proportion of interests and voting rights in the Company held by the parent company 30 June 2009 31 December 2008 % interest held % voting rights % interest held % voting rights Nanshan Group 57.51% 57.51% 57.51% 57.51%SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB unless otherwise stated) [English translation for reference only] - 63 - 10 Related parties and related party transactions(continued) (2) Nature of related parties that do not control or are not controlled by the company Name of related party Relationship with the Group China Petroleum Supply Base Co. Ltd (“CPSB”) a fellow subsidiary of the Company Shenzhen Chixiao Engineering Construction Co. Ltd (“Chixiao Engineering”) a fellow subsidiary of the Company Shenzhen Haiqin Engineering Supervision Co. Ltd (“Haiqin Engineering”) a subsidiary of the shareholder of the parent company SMW, SMP and SMT (“Mawan companies”) Indirect associates of the Company, and common key management personnel with the Company Shenzhen Cyber-harbour Network Co., Ltd Associate of the Company MPIL Indirect associate of the Company Shenzhen Nantian Oilmills Company (“Nantian Oilmills”) Common key management personnel with the Company Shenzhen Southsea Grains Industries Limited (“Southsea Grains”) Common key management personnel with the Company (3) Related party transactions – Between the Group and related parties (a) Expenses for operating lease The related parties’ pricing policies on lease of container yards and office land from Nanshan Group and CPSB are based on negotiation. Jan.-Jun.2009 Jan.-Jun.2008 Nanshan Group 22,930,453 18,384,284 CPSB 843,347 758,737 23,773,800 19,143,021 For the six months ended 30 June 2009, the operating lease payment to related parties accounted for 65.97%of total operating lease payment (Jan.-Jun. 2008: 54.58%).SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB unless otherwise stated) [English translation for reference only] - 64 - 10 Related parties and related party transactions(continued) (3) Related party transactions – Between the Group and related parties(continued) (b) Services received The related parties’ pricing policies on services received are based on negotiation. Jan.-Jun.2009 Jan.-Jun.2008 Amount % of total services Amount % of total services Nantian Oilmills - Load and unload service 1,732,222 7.72% - - Shenzhen Cyber-harbour Network Co., Ltd - network service 2,150,750 100% 2,936,218 100% 3,882,972 2,936,218 (c) Services provided Jan.-Jun.2009 Jan.-Jun.2008 Amount % of total services Amount % of total services Mawan companies – road transportation 6,530,811 14.65% 8,877,003 13.66% Nantian Oilmills - load and unload service 6,814,345 1.18% 5,717,918 0.64% Southsea Grains - load and unload service 917,761 0.15% 1,456,454 0.16% Southsea Grains - leasing 1,980,355 27.29% 1,828,020 23.47% 16,243,272 17,879,395 (d) Loan Interest rates of loans from Nanshan Group are determined based on the market interest rate. Jan.-Jun.2009 Jan.-Jun.2008 Nanshan Group - long-term loans obtained from - - - short-term loans repaid - - - long-term borrowing repaid - (9,364,000) In March 2008, the Company repaid the long-term loan of HKD 10,000,000 obtained from Nanshan Group in 2007. Related interest expense paid for the six months ended 30 June 2008 was HKD 5,258,466 with annual interest rate of 4.5%.SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB unless otherwise stated) [English translation for reference only] - 65 - 10 Related parties and related party transactions(continued) (3) Related party transactions – Between the Group and related parties(continued) (e) Transfer equities On 5 Jun. 2009, the Company transferred all equities of Shenzhen Chiwan Oriental Logistics Co., Ltd. to CND (Group) Co., Ltd. The financial data refer to Notes8(42).(d). (4) Receivables from and payables to related parties – for the Group (a) Accounts receivable 30 June 2009 31 December 2008 Southsea Grains 1,138,810 1,141,401 Mawan companies 944,021 1,046,835 Nantian Oilmills 1,989,290 972,527 4,072,121 3,160,763 As at 30 June 2009, the Group’s accounts receivable from related parties accounted for 2.0% of total accounts receivable balances (2008: 2.2%). (b) Long-term receivables 30 June 2009 31 December 2008 MPIL(Note8(7)) 184,039,141 184,039,141 As at 30 June 2009, the Group’s long-term receivables from related parties accounted for 100% of total long-term receivable balances (2008: 100%). (c) Accounts payable 30 June 2009 31 December 2008 Nanshan Group 4,431,038 4,466,812 Haiqin Engineering 228,407 986,807 Nantian Oilmills 604,639 - 5,264,084 5,453,619 As at 30 June 2009, the Group’s aaccounts payable to related parties accounted for 10.4% of total accounts payable balances (2008: 9.3%).SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB unless otherwise stated) [English translation for reference only] - 66 - 10 Related parties and related party transactions(continued) (4) Receivables from and payables to related parties – for the Group(continued) (d) Other payables 30 June 2009 31 December 2008 Mawan companies (a) 622,441 1,690,316 Nanshan Group 351 7,215 622,792 1,697,531 As at 30 June 2009, the Group’s payable to related parties accounted for 0.6% of total other payables balances (2008: 1.6%). (a) The Company cooperates with Mawan companies in marketing promotion activities. Some common expenses incurred in the cooperation are allocated to both parties based on certain reasonable criteria. For those payments and receipts made on behalf, the Company and Mawan companies recorded the amounts in other receivables or other payables. (5) Related party transactions – between the Company and subsidiaries (a) Rental paid to subsidiaries The price of operating lease of machinery and equipments from subsidiaries are determined by negotiation. Jan.-Jun.2009 Jan.-Jun.2008 CCT 322,800 520,000 (b) Services received from subsidiaries The pricing policies on services received from subsidiaries are based on negotiation. Jan.-Jun.2009 Jan.-Jun.2008 Shenzhen Chiwan Transportation Company Limited 1,080,385 2,229,291SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB unless otherwise stated) [English translation for reference only] - 67 - 10 Related parties and related party transactions(continued) (5) Related party transactions – between the Company and subsidiaries(continued) (c) Guarantee provided Jan.-Jun.2009 Jan.-Jun.2008 Chiwan Wharf Holding (H.K.) Limited 202,400,000 - CCT 38,720,000 - 241,120,000 - (6) Amounts due to/from subsidiaries – the Company (i) Other Receivables 30 June 2009 31 December 2008 Short-term loans to subsidiaries (a) Shenzhen Chiwan Shipping and Transportation Company Limited 47,408,776 47,408,776 Shenzhen Chiwan Harbour Container Company Limited 25,000,000 40,000,000 Shenzhen Chiwan Transportation Company Limited 7,000,000 10,000,000 Shenzhen Chiwan Trains-Grains Terminal Company Limited - 5,000,000 Shenzhen Chiwan International Freight Agency Company Limited 1,060,000 1,060,000 Shenzhen Chiwan Terminal Company Limited 45,000,000 - 125,468,776 103,468,776 Others Chiwan Wharf Holdings (H.K.) Limited 12,671,360 12,563,868 Shenzhen Chiwan Shipping and Transportation Company Limited - 8,238,396 Shenzhen Chiwan Terminal Company Limited - 8,000,000 Shenzhen Chiwan Trains-Grains Terminal Company Limited - - 12,671,360 28,802,264 138,140,136 132,271,040SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB unless otherwise stated) [English translation for reference only] - 68 - 10 Related parties and related party transactions(continued) (6) Amounts due to/from subsidiaries – the Company(continued) (a) The interest rates of short loans to subsidiaries are set based on market interest rate. (ii) Long-term receivables 30 June 2009 31 December 2008 Dongguan Chiwan Wharf Company Limited 135,000,000 135,000,000 Shenzhen Chiwan Transportation Company Limited 18,223,794 18,223,794 Chiwan Wharf Holdings (H.K.) Limited 11,004,285 11,004,285 Shenzhen Chiwan Harbour Container Company Limited - - Shenzhen Chiwan Shipping and Transportation Company Limited - - 164,228,079 164,228,079 The above long-term receivables are the amounts excess contribution made by the Company over the registered capital of respective subsidiaries. 11 Events after the balance sheet date As approved by the 6th Board of Directors at the 4th Session for 2009, on 27 Aug. 2009, the Company gave consent to transfer the assets related to container overland transportation business of Shenzhen Chiwan Transportation Company Limited (the subsidiary of the Company) to Shenzhen Chiwan Oriental Logistics Co., Ltd. (the affiliated company of the Company) at the transfer pricing of RMB 21.48 million, namely the assets evaluated value on 30 June 2009. The said assets transfer has little influence on financial data of the Group.SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB unless otherwise stated) [English translation for reference only] - 69 - 12 Net profit after extraordinary gains and losses Jan.-Jun.2009 Jan.-Jun.2008 Net profit 291,270,946 483,547,610 Plus: Net losses/(gains) on disposal of non-current (6,604,694) 328,170 Less: Other non-operating expenses-net (881,166) 788,407 Tax effects on extraordinary gain and losses 1,390,265 (155,203) Net profit before extraordinary gain to losses 285,175,351 484,508,984 - Attributable to Shareholder of the company 194,446,830 331,758,107 - Minority interests 90,728,521 152,750,877 The basis of preparation of net profit before extraordinary gains and losses reconciliation. According to the Interpretation Bulletin on Information Disclosure by Public Companies No [2008] 1 – Extraordinary gains and losses, extraordinary gain and losses are the gain and losses resulted from the transactions/events which are not incurred by the operation of the entity, or, though incurred by the operation, the nature, amounts or the frequency of such transactions/events will lead to a misleading presentation of the normal performance and profitability of the operation of the entity. 13 Notes to the Company’s financial statements (1) Accounts receivable and other receivables (a) Accounts receivable 31 December 2008 30 June 2009 Accounts receivable 11,990,287 15,028,435 Current year additions Current year reversals Less: provision for bad debts (651,536) - (651,536) - 11,338,751 15,028,435SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB unless otherwise stated) [English translation for reference only] - 70 - 13 Notes to the Company’s financial statements(continued) (1) Accounts receivable and other receivables (continued) (a) Accounts receivables (continued) The ageing of accounts receivable and related provisions for bad debts are analysed below: 30 June 2009 31 December 2008 Amount % of total balance Provision for bad debts Amount % of total balance Provision for bad debts Within 1 year 15,028,435 100% - 11,793,715 98.4% (454,964) 1 to 2 years - - - 196,572 1.6% (196,572) Over 3 years - - - - - - 15,028,435 100% - 11,990,287 100% (651,536) Accounts receivable are analysed by customer’s categories as follows: 30 June 2009 31 December 2008 Amount % of total balance Provision for bad debts proportion Amount % of total balance Provision for bad debts proportion Receivables that are individually significant 11,325,645 75.4% - - 6,792,486 56.6% - - Others 3,702,790 24.6% - - 5,197,801 43.4% (651,536) 12.5% 15,028,435 100% - - 11,990,287 100% (651,536) 5.4% The managements categorized the top five of accounts receivable in “receivables that are individually significant”. They are all aged within one year and the management considered no provision for bad debts is needed. (b) Other receivables 31 December 2008 30 June 2009 Loans to subsidiaries 103,468,776 125,468,776 Others 31,103,000 17,267,774 134,571,776 142,736,550 Current year additions Current year reversals Less: provision for bad debts (1,613,795) - - (1,613,795) 132,957,981 141,122,755SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB unless otherwise stated) [English translation for reference only] - 71 - 13 Notes to the Company’s financial statements(continued) (1) Accounts receivable and other receivables (continued) (b) Other receivables(continued) The ageing of receivables and related provisions for bad debts are analysed below: 30 June 2009 31 December 2008 Amount % of total balance Provision for bad debts Amount % of total balance Provision for bad debts Within 1 year 128,119,577 89.8% - 132,808,125 98.7% - 1 to 2 years 966,858 0.7% - 76,063 0.1% (7,606) 2 to 3 years 76,063 0.1% (7,606) 439,351 0.3% (437,951) Over 3 year 13,574,052 9.4% (1,606,189) 1,248,237 0.9% (1,168,238) 142,736,550 100% (1,613,795) 134,571,776 100% (1,613,795) Other receivables as analysed by customer’s categories as follows: 30 June 2009 31 December 2008 Amount % of total balance Provision for bad debts proportion Amount % of total balance Provision for bad debts proportion Receivables that are individually significant 138,140,136 96.8% - - 126,211,040 93.8% - - Others 4,596,414 3.2% (1,613,795) 35.1% 8,360,736 6.2% (1,613,795) 19.3% 142,736,550 100% (1,613,795) 1.1% 134,571,776 100% (1,613,795) 1.2% The management categorized the top five of other receivables in “receivables that are individually significant”. The Company did not have any balances which were due from parties having 5% or above shareholdings in the Company. As at 30 June 2009, the aggregate amount of the Company’s five largest other receivables balances was RMB 138,140,136 (31 December 2008: RMB 126,211,040), being 96.8% (31 December 2008: 93.8%) of the total other receivables, all aged within one year.SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB unless otherwise stated) [English translation for reference only] - 72 - 13 Notes to the Company’s financial statements(continued) (2) Long-term equity investments 30 June 2009 31 December 2008 Subsidiaries (a) 680,088,199 685,088,199 Associates (b) 148,008,555 154,906,777 Other long-term equity investments (Note8(8)) 17,037,500 17,037,500 845,134,254 857,032,476 Less: provision for impairment loss (Note8(8)) (3,128,300) (3,128,300) 842,005,954 853,904,176 As at 30 June 2009, the long-term equity investments of the Company are not subject to restriction on conversion into cash or restriction on remittance of investment income. (a) Subsidiary companies Initial investment costs Subsequent additions 31 December 2008 Current year additions 30 June 2009 Shenzhen Chiwan Terminal Company Limited 47,500,000 - 47,500,000 47,500,000 Shenzhen Chiwan International Freight Agency Company Limited 5,000,000 - 5,000,000 5,000,000 Shenzhen Chiwan Harbour Container Company Limited 15,000,000 55,920,000 70,920,000 70,920,000 Shenzhen Chiwan Transportation Company Limited 7,000,000 - 7,000,000 7,000,000 Chiwan Wharf Holdings (H.K.) Limited 1,070,000 - 1,070,000 1,070,000 Shenzhen Chiwan Shipping and Transportation Company Limited 6,000,000 - 6,000,000 6,000,000 Shenzhen Chiwan Trains-Grains Terminal Company Limited 33,750,000 - 33,750,000 33,750,000 Chiwan Container Terminal Company Limited 65,201,611 355,821,588 421,023,199 421,023,199 Shenzhen Chiwan Oriental Logistics Company Limited 5,000,000 - 5,000,000 (5,000,000) - Dongguan Chiwan Wharf Company Limited 15,000,000 62,585,000 65,325,000 65,325,000 Dongguan Chiwan Terminal Company Limited 22,500,000 - 22,500,000 22,500,000 223,021,611 474,326,588 685,088,199 (5,000,000) 680,088,199SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB unless otherwise stated) [English translation for reference only] - 73 - 13 Notes to the Company’s financial statements(continued) (2) Long-term equity investments(continued) (b) Associates (3) Operating income and operating cost Jan.-Jun.2009 Jan.-Jun.2008 Revenue from main operations 55,333,268 99,331,289 Revenue from other operations 4,065,659 4,671,155 59,398,927 104,002,444 Jan.-Jun.2009 Jan.-Jun.2008 Cost of main operations 59,376,451 67,933,004 Cost of other operations 381,723 696,366 59,758,174 68,629,370 (a) Revenue and cost from main operations Jan.-Jun.2009 Jan.-Jun.2008 revenue cost revenue cost load and unload operation 55,333,268 59,376,451 99,331,289 67,933,004 Revenue derived from top 5 customers was RMB 20,185,517 in total, which represented 36% of the main operation revenue. Initial investment costs 31 December 2008 Current year addition Share of profit of associates Profit/Cash dividends declared by associates 30 June 2009 Shenzhen Cyber-harbour Network Co., Ltd 1,875,000 13,374,530 -- 1,485,854 (3,750,000) 11,110,384 China Merchants Maritime & Logistics (Shenzhen) Ltd. (Note8(9)) 160,000,000 141,532,247 - (4,634,076) - 136,898,171 161,875,000 154,906,777 - (3,148,222) (3,750,000) 148,008,555SHENZHEN CHIWAN WHARF HOLDINGS LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 (All amounts in RMB unless otherwise stated) [English translation for reference only] - 74 - 13 Notes to the Company’s financial statements(continued) (3) Operating income and operating cost(continued) (b) Other revenue and cost Jan.-Jun.2009 Jan.-Jun.2008 revenue cost revenue cost Lease income 1,993,822 381,723 1,854,895 359,528 Containers management fee 985,300 - 1,382,500 - Documentation fee 258,789 - 365,444 - Sales of materials 223,097 - 251,827 - Other logistic services in port 141,435 - 87,285 - Others 463,216 - 729,204 336,838 4,065,659 381,723 4,671,155 696,366 (4) Investment income Jan.-Jun.2009 Jan.-Jun.2008 Income from available-for-sale financial assets Shares of profit or loss of investees under equity method accounting (3,148,222) (3,584,026) Profit/cash dividends declared by investees under cost method accounting 10,151,554 31,462,393 Interest income for short-term loans to subsidiaries 2,522,987 4,823,829 9,526,319 32,702,196 14 discontinuing operation On 14 May 2009, an Agreement on Equity Transfer was signed between the Company and CND (Group) Co., Ltd., in which the Company transferred all equities of Shenzhen Chiwan Oriental Logistics Co., Ltd. to CND (Group) Co., Ltd. The said transfer has been completed on 5 Jun. 2009. Shenzhen Chiwan Oriental Logistics Co., Ltd. shall no longer be included in the consolidation scope of the Company. The financial data of such company on the disposal date has little effect on the Group. (For financial information of the part that businesses is terminated, please refer to Note8 (42) .(d))